Secrets of Fall
by ShadowsofIrulan
Summary: Death and romance in the Woodland of Eternal Autumn! When a mission from Professor Ozpin takes a drastic turn, Team RWBY finds themselves in a race against time, with the fate of a species in the balance. Will this be the day they fall?
1. Broken Beginnings

As he poured his third coffee of the morning, Professor Ozpin gazed from his office at the city of Vale far below. It was his duty as a Huntsman to protect Vale and its people with his life. It was his duty as headmaster of Beacon Academy to prepare others to do so. The recent Breach very nearly saw him fail on both accounts. Even now, days later, smoke still rose from shattered buildings.

Creatures of Grimm had not breached Vale's walls in a century. The Vale Council was still outraged. In a closed-door vote they handed security for the upcoming Vytal Festival Tournament to General Ironwood of Atlas. Ozpin did not agree with that decision, but, all things considered, it could have been worse. His students had acted admirably, and none had been so much as injured. Teams JNPR and CFVY had worked alongside Huntsman and Huntresses, and with the help of the Atlas military, held back and contained the breach until Vale's walls could be repaired. One team in particular had stood out-Team RWBY.

Doctor Oobleck's report was impressive. In extended combat against Grimm, Oobleck reported that team RWBY were the equal of any young Huntresses. He was especially amazed at the team's abilities when facing the White Fang and their discovery of an underground terrorist hideout. Ozpin smiled to himself. His risky decision to allow first year students into the field had payed off. His faith in young Ruby's instincts had led to the discovery of the planned breach, and while RWBY did not stop the attack, they had destroyed a White Fang hideout, cleared most of Mountain Glenn of Grimm, and gained valuable combat experience.

Ozpin returned to his desk. A soft bleep-bloop from his computer alerted him to a new priority message from Glynda, his assistant and second in command. A few key strokes, and it began to play. Glynda's dire voice was punctuated only by the sound of Ozpin's coffee mug as it shattered on the floor. This fight, he realized, was far from over.

* * *

Team RWBY had been taking it easy since the Breach. Ms. Goodwitch had given them a long weekend pass, and there was still a day left before they had to return to Beacon's campus. After all the fighting in the rubble of Mountain Glenn, the girls wanted nothing more than a big meal and a day on the town.

Weiss treated the team to a lunch at Vale's most exclusive restaurant, Akuma's Sushi House. After lunch they planned to visit Violet's Weapons Emporium to appease Ruby. Their plans were cut short when their leader's scroll buzzed. "It's a call from Professor Ozpin!" Ruby said.

"What? Why! I didn't hit him that hard, did I?" Yang laughed as she remembered Cardin Winchester's face when he started making Faunus jokes in front of Blake after breakfast that morning-and his face a moment later when her swift left hook knocked him through a rosebush.

"You know, you don't have to defend me from people like him. I've had to deal with lowlifes like him all my life. And that temper of yours is-"

"Come on guys, I need to answer this!" Ruby shushed her team, then took the incoming call from Ozpin. "Uh, Hello Professor! Thanks for giving us that 3 day pass. We've been staying out of trouble." A quick glance at Yang made her reconsider. "For the most part. Hey Professor, you sound a little shaken up. What's wrong?"

Ozpin laughed. "I am fine Ruby. I understand Cardin Winchester tripped into a thorn bush -twice. You wouldn't know anything about that, would you? No, of course not. That's not why I'm interrupting your team's well-earned break. Something has come up. I need you and your team to meet me in my office as soon as possible. I'm sending an airship to pick you up." And with no further explanation, Ozpin ended the call.

With full stomachs and full of questions, the team slowly made their way to the waiting airship a few blocks away. As she walked, Yang thought about that morning. _Why did I hit him? I mean, yeah, he's a jerk. But when he said those things in front of Blake I felt so angry-I could have broken him in half. Man, I do have to watch my temper! Why am I so protective of her?_

"Are you team RWBY?" The airship's pilot checked his instructions. "I am supposed to have one more passenger. Did you have a man named Zwei with you?" At that moment, a stubby corgi hopped into the empty seat next to the pilot. He glanced at the dog's collar. "Zwei's the dog! No wonder he didn't have a last name on my passenger list." He turned to face Yang. "I need you and your friends to take a seat. Wind's a bit choppy today." Team RWBY quickly found seats in the spacious cabin. With an expert touch, the airship leaped into the sky.

As the airship turned east, Beacon Academy's central spire was haloed by the noon sun. Perched on a cliff high above the city, it was known Remnant-wide as the Shining Beacon of Vale. Weiss Schnee was ignoring the incredible view, instead staring with binoculars from the opposite window. "You all need to take a look at this!" Weiss beckoned her team to the opposite window. She didn't need to explain more. A thick pillar of oily smoke rose from the far corner of the city. On the ground, the team had never had time to see the damage the Breach left behind. A swath of city ten blocks wide lay in ruins. Granite stones were cracked and strewn about like the playthings of a giant. Paladin mechs stood broken and smoking from the battle two days later.

"My god! I didn't know it was that bad." Blake said as she stared at the fresh ruins. Ruby tried to cheer her up.

"Look on the bright side! Torchwick is going to go away for a long time. And the early warning system worked! Oobleck told me that all the locals made it out in time."

"I guess you are right Ruby. It's just- I always thought winning would feel better, you know? That rubble doesn't look like a victory." Blake sighed and readjusted her bow.

* * *

" Good afternoon ladies. I apologize for cutting your break short. Here, have some cookies." Ozpin strode across the room and activated a hidden screen on his office wall. A painting of an ornate sword appeared. Ozpin turned to face team RWBY. "The sword you see is an heirloom of Vale. Verdant Reprise was the personal weapon of the Lord Councilor of Vale for nearly a century after the City's founding. According to old legends, the smith who wrought the blade infused the steel with dust crystals- the first and only blade ever to be so empowered." Ozpin took a sip of coffee and continued, "It was hidden during the Great War. Its whereabouts were lost following the destruction of the old Vale Hall of Records. Most scholars have decided it is forever lost to time."

Weiss cut in. "Professor, why do I get the feeling you know where it is?

"Very observant Miss Schnee. A trusted friend of mine recently gave me a lead on a possible resting place for Verdant Reprise. I would like nothing more than to find it in time for the Vytal Festival. It would make a fine symbol for Vale. I am offering you girls the chance to go out to Forever Fall and claim it. But beware-we are not the only ones who seek Verdant Reprise. There will be more than Grimm in your way."

"Why us? Why not send full Huntresses, or an older team like CFVY?" Blake asked.

"All of Vale's active huntsmen and huntresses have been called to patrol in advance of the Vytal Festival. The Council will take no chances that might allow Grimm to disrupt the upcoming tournament. Most of the older teams are shadowing Huntsmen. Your teamwork impressed Doctor Oobleck, whose opinion I highly respect. So what do you say? Are you interested in a little adventure?"

* * *

After the meeting with Ozpin, Weiss and Ruby headed for Beacon's library. Except for a training exercise in their first semester, neither had any real knowledge of the woods of eternal autumn. Ruby searched for maps so they could plan their route to the ruined village where Ozpin's source claimed Verdant Reprise had been hidden during the war.

After an hour of searching, Ruby found a dusty old book whose spine read **Forever Fall: A Brief History**. She eagerly grabbed it and ran to find Weiss. "Weiss! Weiss! Look what I found!" The silver haired girl was ignoring her, typing furiously on a holo-terminal as she glanced between three maps laid out before her. When Ruby called her name again, she turned around.

Weiss's search had turned up nothing. Except for a few old farms at the forest's edge, the only well mapped parts of the forest were the swathes of land adjoining the Schnee Dust Company's railroad, which ran through Forever Fall's central valley. Of the old ruins Ozpin had mentioned, nothing was recorded. Even Ozpin only knew of the general location, somewhere east of the Railroad track and in the shadow of the forests high point, Autumn's Bluff.

"What is it? What did you find?" _I hope she had more luck than I did_. Ruby set the old leather-bound book on the table before Weiss. Weiss's eyes lit up when she saw the title, and recognized how old the tome must be. Weiss was not disappointed as she flipped through the pages. Maps and sketches filled the pages, as did descriptions of the several small villages that once dotted the region in an ill-planned attempt to expand Vale's settlements past the River Amber.

After a few minutes of reading Weiss found what they were looking for. A map from the decade before the Great War showed only one location meeting Ozpin's criteria. A flip to the index to find an entry on Carnelian sent Weiss to page 684. The entry read "The village of Carnelian was founded in the year PM 1384. For more than two centuries, the small village served as a fortified redoubt against Grimm attacks for those travelling through Forever Fall. It was also the birthplace of legendary weapons smith Georges Aegean, widely regarded as the creator of modern Dust-infused ammunition. A massive assault by Ursai and Nevermores in PM 1721 left the village a ruin. The only structure left standing by the start of the Great War was the tomb of Aegean.

"I think I found it Ruby! It's not so far from my family's railway either." Weiss copied notes from the book's old map to the working copy on her terminal, then printed it. "I think we have all the maps we need. We should catch up with Blake and Yang" Weiss closed the book and returned it to the librarian.

"Not just yet Weiss- I owe Pyrrah a rematch." With that Ruby trod off to the reading lounge, Remnant board-game in hand.

"Hold on Ruby! I want to see this."


	2. Fight or Flight

Blake was woken from her catnap by the soft buzzing of her scroll. She sighed. _Every time I try to nap. Every. Single Time._ She quickly weighed whether to ignore the call. When she saw the call was coming from Headmaster Ozpin, she quickly swiped accept. "Hello Professor," Blake sat up on her bunk.

"Good afternoon Ms. Belladonna. I hope I'm not interrupting anything. I have a request to make of you. I would like you and Ms. Xaio Long to go shopping."

"Excuse me? I don't think I understand." Blake blinked, clearing the last of the sleep from her amber eyes.

"I was planning to lend your team supplies from Beacon's armory for your excursion to Forever Fall. Unfortunately, there were some, uh, complications. I just sent a list of supplies you need, and had 2100 Lien wired to your Scroll. Take an airship to Vale this afternoon and get the supplies. Take any Lien that's left and treat yourselves to dinner. Consider it my apology for cutting your team's weekend short."

"Thanks Professor," Blake sighed. She hated shopping. Too many people, too much noise.

"Good-bye now." Ozpin ended the call. Blake noted one new e-mail from Ozpin. _The shopping list. I'd better show Yang._ Yang was sitting on her bunk, a few feet away. Blake watched as she stripped, cleaned and re-assembled her shotgun-gauntlets, Ember Celica.

Blake turned to face her friend. "I thought Ruby was the weapons nut?"

Yang looked up, still working on her weapon. "She still is. She made some modifications to my gauntlets after she saw how I fought at Mountain Glenn. Says I can reload faster. I'm just testing that theory. Let's see that list of supplies, Blakey!"

Blake smiled. Yang's nickname was starting to grow on her. She showed Yang the list of supplies. The listed included new sleeping bags, deployable shelters, and first aid kits-the usual for a six day excursion into the woods. However, the final few items on the list gave both girls a surprise. Ozpin's list specified one magazine of high-explosive incendiary dust rounds for Ruby's High Velocity Sniper Scythe and Schnee Brand "fireball" shells for Yang's gauntlets. "And it's not even my birthday!" Yang's smile grew wider at the thought of the new "toys".

* * *

General Ironwood entered Ozpin's office with all the elegance of a charging bull. While the man was a military genius, he had his flaws. Chief among them was the inability to hide his emotions. "How the hell could this happen? Why wasn't I warned! You people keep something like that hidden from me, then expect me to protect you? HOW STUPID DO YOU THINK I AM?

Ozpin was not stirred by the General's outspoken antics. "If the Vale Council had taken my advice years ago, that weapon would not even exist. At least it is inert. That's more than I can say of your temper."

Ironwood drew a steadying breath. It wasn't Ozpin who'd hidden things from him, so he tried to direct his anger elsewhere. He had only recently been briefed by the Vale Council on the deadly secret that had lied buried for nearly a century on the Atlas-Vale border. Had it not been for that botched robbery, they would still let it sit there unguarded. "What do you mean, inert?"

Ozpin assumed the position of a professor about to lecture his dull student. "The weapon requires a dust-based catalyst to be used. Part of the peace agreement with the Faunus was the destruction of the catalyst. Georges Aegean was the last living soul with enough understanding of Dust to create a new one. Besides, I understand you redeployed your soldiers to protect the weapon after last night's failed robbery. I'm sure you have it under control."

* * *

Yang and Blake had forgone Ozpin's offer of an airship, electing to take Yang' motorcycle, Bumblebee. Blake had been timid at first, clinging to Yang for dear life as the yellow-haired daredevil eagerly broke the speed limit. Her grip eased once she realized just how confident her friend was on the nimble bike. "You make that look easy!" Blake yelled over the wind

"Yeah? Watch this!" Yang pushed the bike even faster, weaving between cars as she sped towards downtown Vale. When she finally pulled parked in front of a dust shop, Yang realized Blake was shaking. Fear or excitement? Yang couldn't tell.

"That was incredible! Where'd you learn to drive like that?" Blake climbed off the bike. As she readjusted her bow, the quiet night air of Vale was pierced by a blood curdling female scream. The duo quickly dropped their banter and ran forward to help.

Blake heard whimpers coming from a side alley. Her blood ran cold when she reached the source of the cries. A young Faunus girl was curled in a ball on the ground. Several cloaked figures surrounded her, savagely kicking her. With each blow, the assailants taunted her, asking if animals really felt pain. A primal scream sounded from Blake's throat as she drew Gambol Shroud. Yang was a moment behind, her eyes blazing red as she let her semblance take hold. All six attackers turned at the noise, drawing katanas from their cloaks. Against Vale Police or would-be heroes, the thugs would have been prepared. But Yang and Blake were not would-be heroes. They were warriors, sworn to protect the citizens of Vale. Preparing to fight, their training took over. They were weapons.

The closest thug made a wild stab at Blake. She flowed around his blade with grace, delivering a devastating blow to his sword arm. He fell, clutching his arm where Blake's cleaver had crushed the bone. A lithe back-flip brought her between the whimpering girl and her attackers.

The remaining five assumed disciplined fighting stances. Blake's blade sliced the air as her next opponent dodged. _He's good. But let's see him dodge this._ Blake used her semblance to cast an afterimage of herself, melting into the shadow of the alley. The thug swung high, slicing the air where Blake's head had been a moment before. His blade only cut smoke. The split-second distraction was all Blake needed to deliver a strike which left him unconscious and bleeding from the ears. Dual shotgun blasts announced Yang's entrance to the fight.

In seconds, two thugs lay writhing at Yang's feet. Only one man was left in the fight now. Taller and stronger than the others, the cloaked man parried Blake and traded blows with Yang. Blake shared a knowing glance with Yang, who moved close to distract him. Blake used the break in his attacks to draw the second half of Gambol Shroud. Facing Blake's dual blades, the thug began to falter. His resistance ended when Yang delivered a stiff uppercut with Ember Celica, and the thug was blasted through the brick alley wall. He twitched, his breath coming in ragged gasps. A cruel smile appeared on his bloody lips. "You're dead! Hahaha! You just don't know it yet kitty cat!" A swift kick from Yang, and he too fell unconscious.

Blake ran to the young girl's aid while Yang called the police. She couldn't have been more than nine, Blake saw. Her antlers were just nubs. When Blake crouched by her side, the girl screamed again. Blake undid her bow, revealing her own cat ears. This put the young girl at ease, and she allowed Blake to cradle her in her arms. "It's alright. Those men won't be hurting you anymore. I'm Blake, and I'm here to protect you." The girl was in too much pain to respond, but Blake noted the recognition of safety in her eyes.

The police were soon on the scene. Blake and Yang stayed until the ambulance arrived, and gave their reports to a detective who appeared on the scene. "Who are these assholes? Beating on a little girl like that?" Yang's eyes still burned a furious red, and the detective took an involuntary step back before replying.

"By the rings on their hands," the detective gestured to a gold signet on the closest thug's ring finger which bore the image of a deer with slashes down its side, "they're members of the Black Talon. They're violent anti-Faunus extremists. I'd be careful, ladies. You both did the right thing. Hell, you probably saved her life. But these men are murderers, and they have a terrible sense of vengeance. I'd watch my back if I were you. Not that you need to worry, what with those kinds of skills." He jerked his thumb at the carnage in the alleyway. _I almost feel bad for those thugs. That one's never walking again. That one's going to lose his arm. And him-did they knock him through a wall? Damn!_ As Yang and Blake walked away, the detective game the closest thug a kick in the ribs. _Almost feel bad. But not quite. Sometimes I understand why the White Fang kill._


	3. Death and Tuna

**AUTHOR'S NOTE: I have tried to follow the naming rules Monty put down. Kuro (alt. kuroi) is Japanese for black, and Hellbrau is derived from German for light brown.**

* * *

Leaving the alleyway, Yang led Blake to a small café on Shishno Street. Yang was a regular there, and the waitress quickly showed her to a secluded table in the rear courtyard. "Hey Barb! I'll have the usual. What would you like Blake?"

The Faunus girl considered the menu for a few seconds before speaking. "Can I have a tuna sandwich? And a tea, earl gray please." Blake handed her menu to the waitress, who departed with the girls' orders. "Yang, back there…" Blake's stoic demeanor faltered, and tears formed in the corners of her eyes. Her next words were barely whispers. "I was too late! All my training, everything I've given up, and for what? How can I be a defender of Vale when I can't save one little girl?" She began to sob, not caring as her concealing black bow fell from her ears.

Yang wrapped her arm around Blake's shoulders. "You weren't too late. I saw you. You threw yourself between that girl and danger without a thought to your safety. You heard the detective, Blake. Those punks were going to kill her! I'm proud of you, Blake, and you need to be proud of yourself." Yang's voice was at once firm and caring.

Yang's words and touch were soothing to Blake, who lifted her head and wiped her eyes. "Do you…Do you really mean that?"

"I do Blake. I mean that. If you could have seen yourself from my angle, you would have been impressed. All I saw was a flash of purple and those first two thugs were down! But Blakey? Leave some for me next time, alright?" Yang gave Blake a peck on the cheek. Blake blushed, composed herself, and retied the bow which kept her real identity a secret to the world. It was just in time too, as Barb returned with their orders. Blake's bleary eyes widened at the smell of fresh tuna.

"Two Tuna sandwiches, a tea and a Strawberry Sunrise. Need anything else ladies?"

"Thanks Barb, but I think we're good." Blake and Yang soon began to unwind from the tension of the fight. Yang made a few awful puns, and she was sure she got a smile out of Blake. By the time their lunches were finished, Yang and Blake's bellies were full and spirits restored.

They spent the next few hours crisscrossing downtown Vale. The town was surprisingly busy for a Sunday. People from across the four kingdoms were arriving by the hour, in advance of the Vytal Festival. Dusty shop windows were being cleaned, and posters for the tournament were everywhere. Each shop they visited had a few more items from Ozpin's list, until only the special ammunition was left. Yang decided it was a good time to see how her favorite shopkeeper was doing. Walking a few extra blocks brought the girls to From Dust till Dawn. The old shop keep was friendly, even giving Yang a bag of cookies for her sister. After a few minutes of conversation and a 500 lien purchase, Blake and Yang had everything on Ozpin's list. "Hey Yang! We still have a few hours before we're supposed to meet back with Ruby and Weiss. Why don't we catch a movie while we're in town?"

"Let's call it a date, Blakey!" Yang shouted from behind a shelf of dust crystals. Blake was glad the shelf hid her face, as her friend's choice of words made her pale cheeks turn scarlet. _Don't get your hopes up. She doesn't mean it like that. She was just comforting you at lunch._ Drawing her scroll, Blake ordered two tickets for a matinee showing of a new fantasy epic, Grimm Eclipse.

* * *

"Tell me, boy, why should I stay my hand? Why should I not liberate your traitorous head from your shoulders?" It wasn't the sword at his throat that made Kuro tremble. He'd fought too often in his years as a Black Talon to fear a blade. It was his master's voice that inspired fear. Lord Hellbrau spoke with a resigned coldness. No menace lay in his words, no threat; he was honestly asking his apprentice to justify his life.

Kuro weighed his options. Drawing a steadying breath, he began to speak. "Since the day of our founding, the Black Talon have desired one thing above all else-the death of the filthy animals which dare to live among us. The game I have played is over. It was, always, played to serve that goal. I did not inform you, and I did not involve you in my plans. For that, you would be within your rights to kill me. But I am not a traitor." For all his outward bravado, Kuro was a nervous wreck. He knew that his very life depended on his ability to appease his master.

Hellbrau lowered and sheathed his sword. "I am well aware of your little operation. You may have left me uninformed, but your compatriots were not so foolish. There is another matter, at hand, and for that you may still lose your life tonight. But I would be a fool to waste the fruits of your intrigue. Sit, and tell me this; Have you found it?

The icy fear which had nearly paralyzed Kuro receded. He collapsed into the waiting chair. It took a tall glass of Atlesian Brandy to regain his composure. "My lord, I do not yet possess the weapon you have sought for years. However, I have located its resting places."

The Black Talon leader set aside his cigar, intrigued by the response. "You did say places? Have you found more than one?"

"No my lord. The legends passed down from our founders were inaccurate. I first learned of a lost weapon in Forever Fall from several veterans of the Second Crusade. They showed me a map, and described a ruin they were ordered to guard. I could ill afford to waste men on a fruitless search, so I made a daring play."

"You tried to rob the Beacon Armory. Come now, I would call that stupid, not daring" _I still have half a mind to kill you..._ Hellbrau's voice dripped of condescension.

"You think your favorite apprentice that moronic? The heist was only a front. The burglars were instructed to get caught and to tell their captors that they were ordered to steal the Coccum Exterminatus. Furthermore, that they had been given three possible resting places to search. Ironwood reacted as I predicted. He shifted half a division, including a squadron of Paladin-290 mechs, away from Vale. What could be more important to defend than the Vytal Festival?" Kuro's swagger had finally returned.

Hellbrau smiled. He had trained his apprentice well. Perhaps too well. _...and the other half agrees. I am killing him when this is all over._ "The Exterminatus, of course. But you still haven't explained what you meant by places."

"A brother Talon in the Atlesian Guard lent me several sonic attenuators. They were meant to monitor the ground for burrowing Grimm. It turns out they make excellent eavesdropping tools. I was able to record several conversations from Ozpin's office before he needed them back. Ozpin told Ironwood of a catalyst, needed to activate the Exterminatus. While I cannot prove it, that catalyst is almost certainly the weapon the Crusaders mentioned guarding. The timeline fits."

"Very well Kuro. Hearing your reasons, I can excuse your choice to sacrifice your men. There is a fleeting opening for our brotherhood to achieve it's ultimate goal. I will orchestrate the retrieval of Ironwood's part of the Exterminatus. I grant you one mission to reprove your reliability. Assemble a team of killers. Even with no resistance, there will be an army of Grimm between you and the old ruins your Crusader friends remember. Find what's there. It goes without saying that this is a black mission. Kill anyone in your way."

A smile broke out on Kuro's face. The psychopath laughed, then downed another brandy. "It would be my pleasure!" With a dramatic bow, the Black Talon's foremost killer slipped from the room, out into the dark streets of Vale.


	4. Shop, Shop, Kiss Kiss

"Ruby, would you please quit your incessant pacing? I'm trying to study here. You're starting to really grate my nerves!" The young heiress let out a sigh to emphasize her displeasure.

Ruby slumped onto her bunk. "Sorry Weiss. I'm just worried about Yang and Blake. They were supposed to be here an hour ago. I tried to call them, but it goes right to voicemail. It's like they both shut their scrolls off."

"It's not unlike your sister to stay out late. It's not even close to curfew yet. Maybe Blake and Yang are just enjoying one last night of civilization before this glorified camping trip you got us into?" Weiss's voice carried a twinge of annoyance.

"Hey, what's that supposed to mean? I thought you guys wanted to go on adventures and stuff?" Ruby seemed perplexed at her teammate's less than eager response.

"Look Ruby, you are the team leader, so what you say goes. But as for future reference, you could ask our opinion next time, say, before committing us to a mysterious mission from Ozpin. I mean, do we really know what we got ourselves into?"

"I guess I was a little over-excited in Ozpin's office. I mean, can you believe it? First-years on a solo mission? Even my Uncle Qrow had to wait 'till his third year to be sent on a mission alone with his team. This is awesome!"

Weiss climbed out of her bunk and took a seat across from Ruby. "That's what I'm worried about. Even by Ozpin's standards, the briefing was light on details and heavy on mystery." Weiss stopped to drink some water. "We're going to have to hike twenty miles, across a forest loaded with Grimm. Then we have to find a ruined town nobody has seen or spoken of in over 90 years. Once there, we are supposed to find some old sword and bring it back to Beacon. It sounds too simple. What's the catch?"

Ruby smiled as she chimed in, "Oh you forgot something Weiss-there's other people after the sword! Maybe we'll get to fight them?" Ruby was clearly excited at the thought.

Weiss rolled her eyes. "Oh joy! More people out to kill us! I can't wait." Ruby's enthusiasm for combat made Weiss uncomfortable. Weiss was skilled in swordsmanship; she ranked second only to Pyrrah Nikos in Beacon's training duels. Yet even she never found combat itself fun. _She scares me sometimes. She looks so sweet and innocent-but she wears that same smile when she's slicing a Beowulf in half._ Weiss decided to change topics "Ruby?"

"Yeah Weiss?

"I know it's kind of personal, but I was wandering if you'd be willing to tell me a little more about you and Yang. You, Yang, and Blake are like family to me now. But you and your sister never really talk about the past. What brought you to Beacon?"

Ruby's reaction was unusually somber, her enthusiasm seeming to fade away. "It's a long story. I don't think you really want to hear it."

If Weiss noted the change in Ruby, she ignored it. "We're likely going to be a team for the rest of our lives. It's time we got to know each other."

"Yeah, I guess you're right. Let's see, where should I start? I think you already know we're from Patch…"

Ruby was soon interrupted by Weiss. She waved her flashing scroll at Ruby. "You need to see this!" It was a breaking news report from Lisa Lavender, the attractive young anchor of the Vale News Network.

"…Lisa Lavender, reporting live from Downtown Vale. Earlier tonight, six members of the terrorist group calling itself Black Talon were apprehended by the Vale Police Department…"

"…latest in a string of attacks…suspects linked to fourteen unsolved murders…details forthcoming…"

"That's horrible! What kind of monsters would attack a little girl on the street?" Ruby's innocence was on full display, and Weiss was envious. Weiss's fingers traced the dueling scar which marred her otherwise regal face. Though she didn't know about the Black Talon, she knew all too well what kind of person would attack a defenseless child.

* * *

For the first time in years, Yang was feeling unsure of herself. She'd met Blake Belladonna on her very first day at Beacon, five long months ago. Blake had become her teammate that first day, and soon Yang regarded her as her closest friend. Discovering her real nature as a Faunus had been somewhat of a shock, if only for Blake's success at concealing it. Yang's father had raised his daughters with a respect for the Faunus, and she gladly accepted Blake for who she really was.

Yang had to admit she'd always found Blake beautiful. After finding out Blake was a Faunus, she'd also become protective. Shortly after Team RWBY formed, Blake had painfully recounted to her teammates the story of her involvement with and escape from the White Fang. Yang had immediately begun to defend and support her friend. At first, Yang ascribed her feelings to the motherly instinct she'd acquired as an older sister, trying to fill the void left by a mother who died too young. As time went on, Yang found herself seizing every excuse to spend time alone with Blake. Today was the turning point for Yang. After losing her temper with Cardin, Yang began to reconsider her feelings for Blake. The adrenaline of the fight with the Black Talon thugs had only further driven Yang's inner monologue. It was during lunch, while comforting her sobbing friend that the reality of her feelings crystalized. Yang was falling in love with Blake Belladonna.

Yang had panicked when her heart's realization first became tangible in her mind. Yang was one of the strongest girls at Beacon, truly a brawler at heart. But the daunting task of revealing her feelings, and the mounting fear that Blake would not reciprocate what she felt, nearly paralyzed her. Blake's proposed trip to the movies was the break Yang was looking for.

Once inside the darkened theatre, Yang steered Blake towards seats in the empty back row. As the battles of Grimm and Huntsman raged on screen, so too did the fires of Yang's heart. As the title cards played, Yang took Blake's petite hand in hers. Blake gave a soft, feminine purr, but did not protest. _This might actually work_ Yang thought. She leaned over her friend, planting a gentle kiss on Blake's trembling lips.

* * *

Blake's heart raced as Yang's lips met hers. She'd been attracted to Yang almost since they'd met. Yang had a warrior's spirit, and a way of making the darkest situations better with only a cheesy pun and a few kind words. In truth, Blake owed Yang her life. It had been Yang's heartfelt plea just a few weeks before which had convinced Blake that there was more to life than a self-destructive single-minded hunt for justice. Blake had come so close to bearing her heart that day, but couldn't find the words. RWBY's mission to Mountain Glenn, followed by the Breach, had prevented Blake and Yang from spending much time alone together. Blake feared that she'd misread her friends actions. Yang was a very physical person, and Blake was not the best at reading people's emotions. She was sure she had lost her moment, her chance to bear her heart. In truth, Blake wasn't even sure her friend liked girls, let alone her.

Blake couldn't believe this was happening. She wasn't even sure what was happening. _Whatever this is, for as long as this lasts, I will cherish it._ With that thought Blake rested her head on Yang's shoulder, and her next two hours were bliss.

All too soon it was over. Blake and Yang lingered in their seats as the theater emptied out. Soon they too walked out into the evening air, arm in arm. They strolled down Vale's tree-lined streets towards Yang's bike, drawing the moments out as long as they could. Yang looked at Blake. There was much she wanted to say, but all she could manage was, "So, uh, Blakey, do you want to do this again sometime?"

Blake seemed startled, as if Yang's words had shattered some quiet reverie. "I...I would love to Yang. Yes…let's do this again."

The couple raced back towards Beacon in silence, both reflecting on the past few hours. Neither seemed to notice that they were well over an hour late for the team meeting Ruby had planned. Perhaps, lost in the pleasure of each other's company, they didn't care. As Yang darted her bike up the switchback road to Beacon, the last rays of the setting sun gave way to a shattered moon.

* * *

"Yang!" Upon seeing her big sister, Ruby rushed to the dorm room door, rose petals flowing in her wake. Yang wrapped her sister in a bear hug. "Where have you been? When you missed the meeting I got worried. There are bad things happening in Vale, Yang. Really, really bad!"

"You mean the attack on a Faunus girl in Downtown Vale? We were there." Blake had donned her stoic mask as her and Yang made their way into beacon's dorms. She barely understood the implications of the past few hours. How would Weiss react if she knew about the date? Or Ruby?

Yang chimed in, "Yeah sis. Who do you think stopped the attack?" Yang could see that her sister was still worrying. "Ruby, Blake and I are fine. Those punks couldn't even scratch us."

Weiss sat up on her bed. "I'm glad to hear you are both okay. While you two were out playing X-Ray and Vav, Ruby and I did some research. We think we know where Ozpin's lost sword is, or at least where to start looking. It's an old ruin, Carnelian."

"If you and Blake have all the supplies Ozpin wanted, I think we should head out tomorrow morning. Everyone up for it?" Ruby was mindful of her friend's earlier advice.

Weiss was glad her leader could accept criticism. "I can get us a ride on a Schnee airship as far as the forest border"

"That's the spirit Weiss! !" Yang gave Weiss a thumbs-up.

Blake silently nodded her approval.

"Did you learn anything about the attackers? The news called them Black Talon, but I can't find anything about them in Beacon's archive." Weiss was disappointed that her research skills had failed her.

A tall figure appeared in the doorway behind Blake, who screamed in surprise. He began to speak "As you girls know all too well, open discrimination against Faunus is still tolerated. The Black Talon were born of that hatred. While not much about them is known, their creed is. _I swear by my blood, I shall not sheathe my blade till the last animal falls."_ His caffeine fueled staccato speech was unmistakable—it was Professor Oobleck.

The bespectacled, green haired instructor paused for a sip from his ever-present thermos, and Yang seized his momentary pause to land a word in. "Hi professor! Long time no see!" Ruby wasn't sure, but she could swear her sister was even more up-beat than usual.

"Hello Ms. Xaio Long. I would like to remind you that I am Doctor Oobleck, not Professor. That aside, I need to speak to you all in private. May I come in?"

They all nodded, so Oobleck stepped into the dorm, closing and locking the door as he did so. He did not take a seat, though, and Ruby tried to remember if she'd ever seen Oobleck sit in five months of class. "Perhaps I should explain myself. Professor Ozpin sent me to meet with you before your mission, as he is currently engaged in important Beacon business. The threats your team would face were unclear when the headmaster presented this mission to you. They have become very clear. The Black Talon has taken in interest in retrieving the same artifact you seek. They are very dangerous. As their creed implies, the organization's goal is the death or enslavement of the Faunus. Though small compared to the White Fang, the Talon are much more deadly. Why they desire an artifact of Vale is unknown, I'm afraid. In light of this new danger, Professor Ozpin asked me to review your team's plan for the mission."

Weiss activated her scroll's projector, and for the next hour Team RWBY discussed their plan with Doctor Oobleck. Satisfied, he granted them approval to depart the academy when ready. He left, and the girls climbed into their bunkbeds. They slowly drifted off to sleep, anxious for the coming dawn and the beginning of their greatest challenge yet.


	5. Old Friends, New Loves

"Rise and Shine!" As usual, Ruby was the first to wake up. She was naturally a morning person, so she took it upon herself as team leader to be her teammates' alarm clock. Yang's only reply was a loud yawn. She hadn't slept well. She began to pull her blanket over her head, only to earn a playful kick from her sister Ruby.

"Oh no you don't!" Ruby knew just how to motivate her sister. Yang jumped from her bed swinging a pillow. Ruby dodged her sister's swing and replied in kind, grinning from ear to ear. Soon the sisters were in a full contact pillow war. Feathers quickly filled the dorm. Splintering wood joined the mix as Ruby and Yang tripped over a chair, breaking its legs. With a loud crash their sisterly brawl came to an end at the foot of Weiss's bed. Her eyes snapped open as a pleasant dream gave way to the weight of her teammates still sprawled across her.

"Save it for the Grimm you dolts!" Weiss hurled her pillow at Yang's head. Her pillow sailed in an arc and hit Blake, waking up the last member of Team RWBY. Weiss was not a morning person to begin with, and the pre-dawn chaos only hurt her disposition.

As Weiss and Blake got dressed, Ruby and Yang worked to fix the trail of destruction their pillow fight had wrought. The chair was beyond saving. A few minutes later, Ruby stuck the last feathers back in her pillow. She turned to face Weiss, whose mood had been lifted by a warm bath. "How's that airship coming Weiss?"

"Let me see…" Weiss activated her scroll. A screen appeared bearing the Schnee Dust Company logo, and a prompt for voice recognition played. She slowly enunciated "Weiss Schnee," and the logo dissolved into a dizzying array of symbols and charts. To her teammates they were a foreign language. To Weiss, they were second nature. Weiss was the heiress to the largest company in all of Remnant. She had been trained in all aspects of the business both formally and by experience since the age of six. It only took her a few seconds to find the proper icon. A list of flight plans appeared. "Here we are. If you don't mind riding a cargo airship, there's a flight from Beacon to Atlas leaving at noon today. The Amber River Bridge is a scheduled stop." Her teammates gave their consent. "We are now officially on the roster. If anyone asks, you're all taking me sightseeing." A few more swipes and the interface disappeared.

The girls began packing. They had been too tired the previous night to put away the bags of gear from Blake and Yang's shopping run. Now it was sorted and distributed between teammates. Among the new purchases were four rucksacks. They were sturdy models, made from heavy tan canvas and trimmed in tough brown leather. Each girl's pack carried a sleeping bag, their respective ammunition, and dehydrated food. Heavier equipment, like the group's first aid kit, was split up between packs so no one had to carry extra weight. Finally, they each packed a paper map and old-fashioned magnetic compass. If their scrolls broke, those maps could mean the difference between life and death.

Blake had been quiet since becoming an accidental casualty of the pillow brawl. A quick glance at the dorm's clock made her speak up. "I almost forgot-Yang and I reserved the training ring for this morning. Can you and Weiss finish packing?" Yang raised a questioning eyebrow, but said nothing. _We weren't planning to train today. What's my Blakey up too?_

* * *

Sergeant Ochre paced absentmindedly around his duty station. He knew he should have felt honored to be trusted with managing the Vytal Festival's northern air defense grid. At his old post in Atlas, he had been just an armorer, responsible for keeping the artillery of one of Atlas's many border fortresses maintained. A strong recommendation from his commander had earned him a coveted billet with General Ironwood's fleet, just weeks before they deployed to Vale in advance of the Vytal Festival. His new post as not nearly as glamorous as he had expected. In fact, it was downright boring.

There had been a flurry of excitement in his second week, when Ironwood's forces moved to stop the largest Grimm attack in over a century, the Breach. Now, he was just an over-trained secretary. With no hostiles in Vale's sky, his job consisted of watching a screen for twelve hours a day, logging each flight into Vale. In theory he could scramble a small squadron of the finest Atlesian gunships, but the dreaded flying Grimm known as Nevermores had not been spotted over Vale since the Breach. He was grateful when a knock at his office door broke the monotony. Sergeant Ochre put on his uniform coat and rose to greet his guest.

"Officer on deck!" Ochre snapped a stiff Atlesian salute to the Colonel who now stood in his doorway.

"At ease soldier." The Colonel looked surprisingly young, and his uniform was a bit sloppy. _Oh, the benefits of rank!_ Ochre thought.

"What can I do for you, Sir?" Ochre was careful to keep his bearing. He'd heard horror stories of Ironwood's surprise inspections.

"Drop that sir business, would you? Name's Colonel Kuro, Atlas Intelligence. I'm here about your logs. Specifically, any flights headed to Mistral from Beacon. There appears to have been a theft of military secrets. I'll wait here while you pull those records." Kuro took a seat by the door.

Sergeant Ochre went to work at his terminal, busying himself with the Colonel's task. Over the clattering of keys he failed to hear Kuro approach. The assassin silently drew his dagger. Death was an art to Kuro. He sized up his victim, debating the merits of a stab or slash as he drew closer. With a practiced elegance his dagger pierced Ochre's spine. As he twisted the blade, Kuro triggered Black Kiss's dual barrels. Sergeant Ochre fell limp, dead before he could gasp.

At the sound of the gunshot, two Black Talons entered the office. The first was a technical expert. He wiped the blood from Ochre's terminal and immediately set to work. His goal was to create a gap in the aerial defense perimeter of Forever Fall without alerting the Atlas Military. Ironwood's choice to rely on mechs made it all too easy. Sympathizers in Atlas had provided the Black Talon with master admin codes to most Atlesian mechs prior to the arrival of Ironwood's fleet. A few keystrokes left the flight of Atlesian Lancers bordering Forever Fall blind, their cameras turned off.

Of course, hacking was never that simple. The technician needed to cover his tracks. That's where a clever piece of code came in. In twelve hours, the cameras would turn back on. In the meantime, a prerecorded loop of data would be fed to the Lancer's onboard memory. Ironwood's forces would never suspect a thing.

The second man held a pair of disembodied Faunus claws and a flag. Taking the claws, he made a trio of gouges in the dead sergeant's chest. The flag he quickly unfurled and draped over the body. It bore the emblem of the White Fang. Their tasks complete, the trio departed, leaving no trace of their presence. When the body was discovered, it would be a clear-cut case of Faunus terrorism. Kuro frowned as he left, clearly upset by the thought that a Faunus would soon get the public credit for his masterpiece.

* * *

In the pre-dawn mist, Yang followed Blake across the expanse of Beacon's gardens. She had long since passed the training room, though Yang doubted that had ever been her destination. After walking for half an hour, Blake stopped beneath a stand of cherry blossom trees. She took a seat at the base of one and beckoned for Yang to do the same.

Blake sat quietly for a few minutes, seemingly admiring the pink blossoms above her head. Yang sat beside her. She soon began fingering her hair, finding it impossible to match Blake's near meditative stillness. Blake began to speak, and Yang was surprised at the ice in her tone. "Yang, yesterday we shared something…something wonderful. Something unique. Something passionate. Yet I also felt a shadow of fear."

"Blake…I" Yang looked confused.

Blake's voice began to soften "Yang, please, let me finish. You don't know how hard this is for me. You have always been kind to me. When I arrived at Beacon, I had no one. I abandoned everything and everyone I'd ever known the day I swore to leave the White Fang. You and Ruby have become my family. Even Weiss…I never thought I'd live to call a Schnee a friend. I've seen how protective you are of Ruby. And I've come to see that same protectiveness shown towards me. Yang, I am terrified that what you showed me yesterday was only a kindness. That you sensed my pain and tried to protect me in your own way, as my closest friend. I've been so lonely, so empty, for so long! I'm not strong like you, Yang. I can't bear any more pain. I am willing to leave myself defenseless for the first time in my life. I'm willing to take a risk I can't run from, to face a danger I can't hide from. But first, I need to hear it from you Yang, in your own words. I need to hear what you feel about me. I am begging you, Yang, tell the truth! What was yesterday?"

The anguish in Blake's voice was almost too much for Yang to stand. She wanted to embrace Blake, to hold her and tell her everything was alright. But Yang realized that would send the wrong message. She took a moment to collect her thoughts. There was her one chance to get things right. "I've been drawn to you for months, Blake. I…I don't know what to call it. But I have these feelings, these intense feeling for you unlike anything I've ever felt. Damn, there confusing. I look so tough, huh? Well here's my secret: I'm a good liar. I've tried to hide how I feel from you, hell, from everyone, Ruby included. I was afraid that I was alone in my feelings, that If I opened up to you, I'd scare you, you'd run, and I would lose not only my teammate, but my friend. Then yesterday I had a revelation. In that alley, I saw how close we danced with death. Our lives as huntresses are dangerous. Summer Rose died just five years older than I am now. My mom disappeared, not much older. I don't want to die regretting that I never lived. Blake, my Blakey, I want to be yours. Please, open up to me. I will protect you, and I will comfort you, because…because" Yang fought the knot in her gut. This was it. The abyss. The leap of faith. The point of no return. Yang gathered the last of her fading courage. " _ **Because I love you, Blake Belladonna**_!"

The force, the passion behind those words left both speechless. Blake was clutching her heart, jaw agape. She'd heard those words in a hundred dreams, but never imagined quite how heavy they'd feel. Yang's head slumped, as if ready to accept her inevitable defeat. Blake clasped Yang's hands and looked into Yang's violet eyes. Tears flowed freely from Blake's face. She had waited so long for this moment, and now, here she was, frozen. Yang was right. She was so close to running. _No running this time…._ For the first time in her life, Blake spoke with no filter between her heart and her mind. The sound of her voice was the loveliest thing Yang had ever heard. "Yang Xaio Long, I love you too".


	6. Deadly Descent

_**Author's Note: Happy Thanksgiving! I would like to thank my loyal readers. About 100 of you keep coming back each chapter and I'm glad I can provide you entertainment. I have a request, if you'll permit. I've just passed 12,000 words, and I would appreciate some feedback on my writing.**_ T _ **he good, the bad, the ugly.** ** _My biggest concern is capturing the spirit of Team RWBY in dialogue. If any reader would be willing to PM me their opinions, I would be in their deb_ t. **_

* * *

Weiss and Ruby sat on a bench looking out over Beacon's famed gardens. Flowers from all across Remnant were in bloom across acres of manicured fields. Cobblestone walkways wound through the gardens, their organic curves lending the appearance that the trails had not been laid by mortal hands, but had sprung from the earth. Lush groves of exotic trees bore fruits whose names and taste Ruby could only begin to guess at.

Far in the distance, a steady parade of airships circled for their approach to Beacon's dock. Every few minutes a ship would swoop low and swing about, landing in front of Beacon Academy's grand courtyard. The Vytal Festival was only a month away, and while most visitors were being cycled through Vale's airport, competitors and visiting students from across the Four Kingdoms were being housed at Beacon.

As Ruby waited for her teammates to return from the sparring room, she made a game of guessing which Kingdom each new airship was from. Most were the classic sky-liners she had seen a hundred times over the skies of her home in Patch, but every so often she would spot a new design. Some had ornate engravings etched on their metal hulls. Others had many wings, or none at all. Her favorite was a strange little ship she'd once heard her Uncle Qrow describe. _What did he call it? Orni-something-or-other. Ornithopter! That's it!_ Unlike the other airships, the scarlet-and-silver ornithopter actually flapped its steel wings in the mechanical imitation of a bird. Ruby had a fascination with graceful machines, weapons specifically. The rhythmic motion of the 'thopter enthralled her.

"I swear Ruby, I'm getting that sister of yours a nice watch for Christmas. Is she ever on time?" Weiss folded her arms, her displeasure giving rise to a pout.

"What are you talking about, Weiss? We have an hour till your fancy Schnee Ship arrives! I'm sure Blake and Yang will be back by then. Almost sure. Definitely, almost sure!"

"Humph. If I dared to show up at the last minute to an affair like those two always do, my father would beat me…" Weiss's cheeks went even paler than normal as she clasped a hand to her mouth.

Ruby gasped in shock. The worst punishment she'd ever gotten was a slap on the wrist, and that was after she cut her dad's motorcycle in half trying to show off with Crescent Rose. It took a moment for the implication of Weiss's remark to set in. "That's horrible!"

"No! I didn't mean to imply…my father is a respectable…Forget it! Forget I said anything!" _Stupid, stupid me! Why'd I go and open my big mouth?_

"Weiss, I'm your partner! You don't have to keep stuff from me! No secrets, remember?"

"Shut up! There's no secret. I just don't want to talk about it. Change the subject. How about those rose bushes over there? Have you ever seen Atlesian Roses?" Weiss nodded towards a low shrub bearing flowers so purely white that they appeared to glow in the early morning sun. _I don't want to talk about him. And I don't want her pity._

Ruby squinted, trying to see the flowers out in the distance. She resisted the urge to unfold Crescent Rose and take a look through her riflescope. A spot of yellow flashing through the trees behind the rosebush caught her eye. Amid the snapping of branches, the yellow spot resolved itself into a familiar shape. "Yang! What are you doing?" As Yang and Blake came crashing through the tree line, Ruby's question was answered. A massive swarm buzzing of hornets chased the duo through a patch of brambles

Once clear of the greenbrier patch, Yang spun around, firing her gauntlets wildly. Red flame leapt from Ember Celica as she drove the hornets back. Blake swung Gambol Shroud through the swarm, slaying bugs with no mercy. In a few seconds the swarm was in full retreat, a few hundred bugs smaller than it started. The battle was over. Blake and Yang jogged up, still panting from their breakneck run. They took a seat on the bench across from Ruby. Ruby was surprised to see her sister grinning. "So Ruby, what's the buzz?"

* * *

 _This is too_ easy _._ Kuro raised his hand, and his small band of fighters came to a rest in the shade of a maple tree. They were far ahead of Kuro's schedule. Even with the Atlas fighters overhead blinded, Kuro had expected to meet some resistance. Now almost a mile into the forest, he was disappointed. The patrols of Atlas soldiers along the edge of Forever Fall had been laughably easy to evade. As for the creatures of Grimm; they failed to appear. Forever Fall was widely considered the most dangerous territory in Vale. Grimm supposedly roamed the scarlet woodlands at will. Yet for all the stories, Kuro's men had encountered nothing deadlier than a gray squirrel.

As his men began their lunch, Kuro withdrew an engraved silver disk from his coat pocket and set it on the ground before his men. The assassin then removed his signet ring, inserting it in a slot on the disk's surface. Whirring gears could be heard as the disc transformed, reveal a miniature hologram projector. A swiping gesture from Kuro caused a 3 dimensional view of Forever Fall to appear a meter above the forest floor.

"Brother Talons, pay heed. This-"Kuro pointed to a shattered keep far across the map, "is our target." A snap of his fingers caused a twisted red line to overlay the forest. "That line is our path. I expect you to memorize it. We have five days to retrieve the weapon buried in that town."

"Lord Kuro, what do you mean by _retrieve_ _the weapon_? My orders were to prepare for heavy combat, not a treasure hunt." Nodding heads and a round of low grunts suggested the man's comrades shared his sentiment.

"Don't let the beauty of these woods lull you into false security. I can assure you there will be blood before our goal is met. As for the weapon; how well do you know our brotherhood's legends? Specifically, what do you know of the Coccum Exterminatus?"

Kuro's men mad muffled gasps, and more than a few eyes went wide at the name. These men were lifetime members of the Black Talon. Most could recite the old legends at will. "A weapon of such glorious hatred! My lord, surely you don't suggest it still exists?"

"It does, though the weapon itself is not our target. Lord Hellbrau will soon control the weapon itself. We are hunting a catalyst required to activate the weapon. Men, you are making history. In less than a week, our Brotherhood will be victorious. Those damn filthy animals who dare to live amongst us will be finished!" Kuro realized he had been shouting, so he sat down with his men and began to whisper.

"From here on we must stick to the deepest patches of forest. In twenty eight minutes, the patrolling drones will come back on-line. It is imperative that we remain undetected until we control the artifact. If anyone spots us-even a child-they must not be suffered to live. Am I clear?"

Most of his men simply nodded. While this was their most important mission, it was hardly their first to carry a kill order. One Talon who had remained relatively quiet walked up to Kuro. "My lord Kuro; I think I speak on behalf of us all when I say thank you. I am honored that you trusted me to be a part of our final solution." He kneeled before Kuro, his brothers following suit. "We swear by our blood, we shall not sheathe our blades till the last animal falls!" A tear formed in Kuro's eye. _Such conviction! It's a shame I'll have to kill them when this is over._

* * *

Weiss's scroll hummed a soft melody, alerting the heiress to a new message. _Transport SDC 1337 has arrived as scheduled. Please board at your convenience._ The young heiress glanced up from her scroll to her companions. "Hey! Our ship just landed at the cargo port. Grab your bags!"

Her team followed her. It was a short walk from the gardens to Beacon's cargo port. Situated behind the main fencing hall, Beacon's cargo port was nondescript, its facade a perfect match with Beacon Academy's Valean Revival architecture. What lay beneath the alabaster walls could only be described as a bunker. The academy used more Dust in a month than the rest of Vale did in a year, and the cargo port was dedicated to housing incoming shipments. Meters of reactive titanium and reinforced concrete meant that the building could survive a strike from all conventional weapons. A lone Bullhead transport sat on the rear courtyard's landing pad, a small team of uniformed Schnee employees surrounding it. The flight's cargo was offloaded with clockwork precision.

"Uh Weiss, where's the ship?" Yang scratched her head.

"Right there!" Weiss jabbed her finger towards a walled landing pad. Surrounded by white-clad technicians sat a transport dropship with the Schnee Dust Company logo emblazoned on its fuselage.

"That's a bit smaller than what I expected. I though the Schnee Company always flew those custom Atlesian schooners you see on the news?" Blake smirked. The Ice Queen was thawing, but she still need a dose of humility from time to time.

"Excuse me? Are you implying I supplied an inferior transport for our team?" Weiss's feigned exasperation drew a laugh from her team.

"I think it's great! Did you guys know that Bullheads can carry an autocannon in their nose? And they can carry over a hundred rockets on the wing pods! Weiss, can I have one for Christmas?" Knowing Ruby's obsession with weapons, Weiss guessed she was only half joking.

"You three stay out here. Let me go in and do the talking. I'll retrieve you when we're ready to board. Remember, if anyone asks, we're sightseeing." Weiss strode across the landing pad, coming to a stop in front of the distracted pilot. "Check your manifest Captain. My three friends and I should be listed as VIP's. You will transport me and my companions to the Amber River Bridge."

The man snapped a hasty salute. "Yes, Miss Schnee!" Captain Flowers did not bother checking his manifest. Every worker of the Schnee Dust Company knew better than to question a member of the family.

"Not so fast!" A booming voice echoed from the Bulkhead's cargo bay. Weiss found the voice at once implacable and utterly familiar. _It can't be!_ A man jumped from the ship's open hatch, landing in a crouch next to Weiss. She quickly assessed the man. His long white beard was trimmed in a style a century out of favor. His face was scarred and lined with age. Most striking was his uniform. At first glance, it looked to be some variation of Atlesian Dress Whites. Her studied eye revealed an origin much older. His coat was white wool, embellished at the corners with the gold piping of a soldier in the Schnee House Guard. His pants were black wool twill, and bore the yellow stripe denoting the Atlas Legion of Merit. A blood-red sash across his chest bore a nearly forgotten crest; the symbol of the fallen Kingdom of Mistral. There was no mistaking the old soldier. _It is!_ _Why is HE here?_

"En Garde, Schnee!" The old man drew a gold-hilted rapier sheathed at his waist with the speed of a man many years his junior.

Weiss reacted on instinct. She drew her rapier and met the man's opening lunge, catching his blade with her hilt. Weiss and the old soldier danced round each other, hunting an opening. Both fighters clashed blades. Feint met parry, parry met riposte. Weiss's footwork faltered for a second, leaving her off-balance. The old solider seized his opening. A flick of his blade knocked Myrtenaster from Weiss's hand. She bowed in defeat.

This old soldier was none other than Colonel Hellbrau, Weiss's long-time combat instructor. As a veteran of the Great War, he had served on the front lines alongside Weiss's great-grandfather. After the War, her great-grandfather hired the dashing young swordsman as his son's personal bodyguard. In time Hellbrau grew to command the Schnee Keep's guards.

It was customary for each generation of Schnees to be trained from a young age in the arts of dust and blade combative. It was during these childhood lessons that Weiss's aptitude for fighting was revealed. Colonel Hellbrau sought her father's permission to train Weiss personally after seeing the icy-calm twelve-year-old defeat the Captain of the House Guard in a heated sparring session. It was his harsh training that prepared Weiss for her entry test to Beacon.

"I'm impressed, Weiss. Your confidence and command of the blade has improved since we last fought. Your footwork is still too loose, though your choice of heels doesn't help. But enough of that talk! What are you doing on a flight to Forever Fall?"

"Would you believe me if I said my heavily armed friends and I were going sightseeing along the Amber River?"

"Would you believe me If I said your father misses you and sends his regards?"

Weiss cringed at the slight. Her old fencing instructor had a tendency to cut right to the cold truth. "Point taken. What are you doing here, anyway? I thought you hated Vale? You said as much the last time we spoke."

"I am still disappointed that you chose Beacon over Atlas. Unfortunately, I have some business here, and I must see to it personally. I need my presence here a secret, and I imagine you'd rather not let your father know you borrowed a company ship. Let us help each other. Forget that you saw me here and I will make sure that this flight stays off the records."

Weiss nodded her agreement. She walked away to gather her team, lingering in the cargo port's courtyard. By the time she returned, Hellbrau was gone, vanished as suddenly as he'd appeared. She couldn't place it, but something was off about her old instructor. _He almost seemed nervous!_ Old Hellbrau nervous? Just the thought made Weiss worry.

* * *

Team RWBY's transport left Beacon as quietly as it had arrived. Once airborne, the Bullhead swung about, heading Northwest at a leisurely fifty knots. While the reliable transport could easily triple that speed in level flight, the flurry of activity surrounding the Vytal festival left Vale's airspace cluttered. High speed cruising was foolhardy with so many ships in the air, and even a glancing collision could turn explosive with red dust in the Bullhead's cargo hold.

The first hour of the flight was uneventful. Blake found a blanket under one of the Bullhead's jump seats and curled up for a nap. Ruby had her headphones on, turned up loud enough that her sister could faintly hear drums. Yang and Weiss spent the first hour playing Poker. It had become a weekly tradition since Yang first learned the heiress liked to gamble.

The Bullhead slowly descended as it followed the Amber River. It was less than a mile from the Railroad's landing pad. The winding Amber River was the borderline between civilization and chaos. South of the river lay Beacon Academy and the City of Vale. Fertile farmland stretched from the base of Vale's walls to the bank of the river. The northern bank traced the edge of Forever Fall. Situated in Vale's central highlands, the forest was named for its trees, whose leaves were permanently crimson. Nearly a hundred miles across, the forest was widely regarded as the exclusive domain of the Grimm. Besides the occasional research expedition or Grimm hunt, the only human activity in the forest was a railroad connecting Vale's northern seaport to the Kingdoms cities, far in the south. Owned by the Schnee Dust Company, the railroad existed to carry loads of Dust too heavy to be moved by cargo airship.

The man piloting the transport was a veteran of 30 years. Even so, a new radar return set his heart racing. Three vectors matching the profile of a Grimm Nevermore were rising out of the forest below him. Captain Flowers keyed his radio, patching the transmission to the local defense grid. "SDC 1337 to all local fighters. We have been engaged by Nevermores at grid two-seven by one-eight-six, bearing zero-one-one at angels one-zero. Request immediate support, priority Alpha." The captain had seen a flight of Atlesian Lancers less than five minutes ago. He held his course, confident that his automated defenders would handle the situation as they usually did. He could not have known that the machines he bet his life on each day were now flying blind, tricked by a clever virus.

Too late, the captain initiated evasive maneuvers. In a desperate bid to outrun his assailants, the Bullhead was turned toward the heart of the forest to take advantage of the prevailing wind. Flowers shoved his throttles forward and dove in a plan to trade altitude for speed. Realizing the Lancers would never make it in time, Flowers began to bleed off air speed. The Bullhead was unarmed. His only hope for survival was to find a clearing and land. With four young huntresses at his back, he stood a chance on the ground. Up in the air, they were merely more cargo.

He almost made it. A thousand feet above the forest, the first Nevermore reached the transport.

Strapped into jump-seats in the cramped cargo bay, the members of Team RWBY were in a state of confusion. Their first warning of danger was the transport's sudden dive. As the Bullhead leveled off, their predicament became clear. A massive black horror came in to view outside the cargo bay's left window. Its talons were wrapped around their transport's wing, trying to rip it off. Groaning steel and spreading fractures in the wing suggested the monster was succeeding.

"Look! Nevermore!" Weiss's ripped the headphones from Ruby's head and screamed against the howl of the transport's engines. "What are we going to do?"

Ruby took a moment to assess the situation. She leaned across Weiss and slid open the Bullhead's loading door. "We have to jump!"

"Are you sure Ruby? We're pretty high up." Blake's concern was an understatement. The transport was almost eight hundred feet above the treetops.

Any hesitation in the team's mind was wiped away when the damaged wing finally broke free. The transport, now engineless and trapped in a dead spin, shuddered violently.

"We have to go now!" Ruby undid her harness and slipped on her backpack. Her teammates quickly followed suit. A meter-long talon ripped through the floor between Yang's legs as a second Nevermore began to toy with its prey. "Join hands and don't let go. We can do this! Ready, Jump!"


	7. Off with a Yang

_Where am I?_ Ruby opened her eyes and panicked, afraid that she was blind. She struggled to remember a plummeting ship, a terrible wave of heat, then utter blackness. A sudden fear gripped her chest. _Is this death?_ A throbbing pain in her head quickly dispelled that notion. _Ouch! I can't be dead. My head hurts too much. It's just dark. Really, really dark_. Her silver eyes dilated in the pale moonlight of a misty forest glen. The aspiring huntress realized she was lying in a ditch and carefully sat up. She looked first at her hands, then her legs, happy to find no major injuries. A faint smile creased her lips as she reached for the reassuring bulk of her precious Crescent Rose, still firmly attached to the magnetic holster at the small of her back.

Ruby shivered, pulling her crimson hood over her head. She sat in the center of a wide clearing. A thick mist obscured what little light the waning moon cast. A sudden movement at the edge of the clearing drew Ruby's attention. Out of the mist walked a white hooded figure, not much taller than Ruby. In the low light it was impossible to see any details, but Ruby swore the figure was a woman.

The figure extended a pale white hand, beckoning Ruby forward. _I don't know why, but I'm sure I can trust her._ As Ruby approached, the figure turned, leading Ruby into the night. In silence she followed the figure through the mist. Ruby felt as if she'd been walking forever, till the cloaked woman came to a halt at the foot of a broken wall. The figure suddenly spun around, throwing back its hood. Silver eyes and a youthful face seemed to glow in the mist-scattered moonlight. Tears of joy streamed down Ruby's face. That face was unmistakable; before Ruby stood her long dead mother, Summer Rose. Ruby reached for her, and her joy turned to horror. Summer shattered, scattering as a million rose petals, all hanging just outside Ruby's grasp. A tortured scream of anguish escaped Ruby's lips as she fell to her knees. Her eyes closed, and endless night once again consumed Ruby's world.

* * *

 _ **Forever Fall**_

Yang kneeled next to the unconscious body of her sister. Blake stood across from her, a deep pout of concern on her face. Ruby's eyes fluttered and her breathing quickened as the twilight of unconsciousness faded. "Mom? What happened? My head is killing me." Ruby tried to stand up, but Yang placed a firm hand on her shoulder, keeping her sister seated against a tree.

"Take it easy sis. It's me. Do you remember jumping out of a crashing Bullhead?"

"Yeah."

"Do you remember how you landed?"

"Not really."

"See that broken tree over there?" Across from where Ruby sat lay the remains of a shattered oak. The trunk, nearly two feet around, was snapped in half a few feet above the ground. She guessed that a piece of the crashing transport hewed it down. "You kinda chopped it down with your face. It was awesome!"

"Oh?" _Well that explains why I feel like a Beowulf smacked me on the head._

"Yeah. The rest of the team made textbook three-point combat landings. You did too, but you bounced and hit that tree face first. You had me worried there. You feel okay, sis?"

"I'm fine Yang. My head hurts, but I think my Aura absorbed the hit." Ruby stood up and stretched. She reached behind to feel for Crescent Rose. "Ah! Oh…no...no...no…this can't be happening!" Her silver eyes swelled with tears. Crescent Rose was an extension of herself. Without her, Ruby felt incomplete.

"Looking for this?" Weiss strode towards Ruby, a familiar red and black weapon in her hands. Ruby snatched Crescent Rose from Weiss's arms and hugged the weapon, then turned and hugged Weiss.

"Weiss! You are a lifesaver!" Ruby tightened her arms around her teammate, oblivious to the heiress's discomfort. "Thanks for finding her."

"Sure, uh, no problem. You'd grab Myrtenaster if I dropped it, right?" Weiss tried her best to gently push Ruby away. _Crescent Rose is a she now? I don't know…that's kind of… creepy._

"I hate to break up this joyous reunion, but we need to get out of here. Somethings big is coming this way, and I really don't want to meet it." Blake's feline ears were more than a marker of her Faunus heritage. Her hearing, like her vision, far surpassed her human teammate's senses. Just at the edge of her hearing, the young huntress felt a low rumble. To a Faunus raised outside the protection of the Four Kingdoms, that primal sound was all too familiar-the alert growl of an Ursa Major.

Ruby holstered Crescent Rose as she slipped into her role as team leader. Looking around, she realized her team had landed in a steep-walled valley on the forest floor, probably the remains of some river lost to time. If Grimm attacked now, there would be barely room to fight, and no-where to run. "Did any of our gear make it? How about the rope?"

"Weiss has her backpack. I found one of the tents in a tree, but that's it. What are you thinking?"

"You guys up for a climb?"

"You can't be serious!" Weiss eyed the same craggy slope as her leader.

"Don't be so dramatic. I'll go first. Wouldn't want you to tear your new skirt on a loose rock." Before Weiss could respond, Blake was a dozen feet up the wall of rocks and roots.

* * *

 _ **Facility Kappa, Rural Vale**_

Facility Kappa was an isolated concrete box in the rolling fields of Vale. Built as a bunker during the Great War, it had served many purposes throughout the years. At various times in the past 80 years, it had been a dairy barn, a Grimm research station, a restaurant, and had even served a brief stint as an improvised hospital after a particularly bad Grimm incursion.

The roar of a supercharged engine brought the gate guards of Facility Kappa to attention. After two days of watching heifers graze the fence-line of their secluded outpost in the heartland of Vale, these Atlas soldiers regarded new human contact as a rare treat. Their attention was rewarded with the sight of a vintage Eirian roadster speeding down the sharply winding road toward their facility. A car worth more than the building they were protecting was quite an unexpected surprise, and the guards in the watchtower readied their guns just-in case.

The white and silver Eirian showed no signs of slowing as it tore down the gravel road towards the gate. As it steadily drew closer, the guards dropped their curiosity and ran to defensive positions. With less than a hundred feet between his roadster and the gate, the mystery driver braked hard and swung the car in a wide arc. Gravel showered the Guards as a dust cloud blinded and enveloped them. When the dust cloud settled, the silvery roadster was perfectly parked between two Puma staff cars in Facility Kappa's gravel lot.

A man in fine dress whites stepped from the car, walking confidently towards the pointed rifles of a dozen twitchy guards. "Colonel Alric Hellbrau. I'm here on official Schnee Company business, so stand down."

One bold sergeant tried to stand in his way. "I have my orders. No one is permitted to enter this facility without General Ironwood's explicit authorization"

A booming voice from behind the poor sergeant shattered his bravado. "Unless you want to spend the rest of your service in a Grimm-hunting platoon on the Northern Frontier, I suggest you step aside." Orders or no, the young sergeant knew better than to defy his commander.

A stout man in a Captain's tunic brushed past the sergeant and extended his hand in greeting. "Alric, my friend! I take it you received my message?"

"We have much to discuss. But later! It's been too long, brother. I come bearing gifts!" From the folds of his jacket, Hellbrau produced a beech wood box of hand-rolled Vacoun Cigars and a bottle of Atlesian Scotch. The spectacle was a ruse. A quick flash of the gold signet on his ring finger conveyed Hellbrau's real message.

"To my office then. And I don't want to know how you got those past customs, because Lord knows I've tried."

* * *

 _ **Forever Fall**_

"Ok Team RWBY! It's meeting time!" Only Ruby could be so enthusiastic after a hand over foot climb up a hundred foot embankment.

"Can it be dinner time? Because I'm starving." Blake's stomach grumbled loudly, seemingly to agree with Yang.

"Team meeting...with cookies!" Ruby didn't need much convincing to modify her plan.

"Ruby, where are you going to get cookies out here?"

"You don't think I'd leave Beacon without some cookies in my backpack, do you?" Ruby frowned as she remembered the lost backpacks. "Uh-oh. This could be a problem..."

"Now you get it, you cookie-loving dolt!" Weiss needed work on her subtlety, but her point was a good one. With only her backpack intact, the team had food for six days-for one person.

"No dinner then?"

"Nah! Weiss has enough to share for now." Yang grabbed three foil wrapped meals from Weiss's open backpack, tossing one labeled _Tuna Surprise_ to Blake.

"Hey! You can't just grab my food!"

"Were you really going to eat tuna surprise?" Yang looked over to see Blake quietly devouring the foil pouch's questionable contents.

"That's not the point!" Weiss crossed her arms.

"Why is it called tuna surprise?" Ruby's earnest question drew puzzled looks from Yang and Weiss.

Amid spoonfulls of the gelatinous mystery dish, Blake quipped, "Maybe it's a surprise how they can legally label this mush as tuna?"

The gravity of their situation made the joke far funnier than it should have been. The girls were stranded in a forest, lost, and dangerously low on food. That Blake could casually joke about bad fish lightened the dire atmosphere the team had begun to inhabit. They all began to laugh, save Blake. Despite her complaints, at that moment she would have given a Nevermore a fair fight if it tried to take her tuna away.

"We're getting off topic guys. First things first, where are we? And don't say in the woods, Yang."

Weiss grabbed her scroll from a pocket on her backpack. Her confident grin slowly turned to a scowl as she angrily pecked at the screen. "Uh! I can't believe this is happening now! Of all the times for the blasted network to..."

Weiss was working herself in to a frenzy, so Ruby intervened. "Take it easy Weiss. What's wrong?"

"There's no signal in this god-forsaken forest! I can't access the CCT net, I can't access the GPS drones, and I can't even get radio signals! When I get back to Vale I am going to wring the neck of the idiot who designed these things! And another thing, I am going to run Myrtenaster through whoever designed those drones that were following us. They didn't do a damned thing when we were getting thrown around the sky like a Nevermore's chew-toy!" Weiss's face was bright red, and her blue eyes looked ready to kill.

"Feel better now?" Yang managed to get her words out amid the combined laughter of Blake and Ruby. They hadn't seen Weiss so worked up since their first day at Beacon.

Weiss made a show of sighing and composing herself. She actually managed a small chuckle at her own melt-down. "Actually, yes. I feel much better. I'm beginning to understand why you like punching things, Yang."

"Ok. So calling Ozpin for advice is out of the question. We need to make a plan. Do we continue our mission, or do we make our way out of this forest?" Ruby's tone made it clear to her teammates that she wasn't actually considering the latter.

"I'm not turning back. Ozpin trusted us with a solo mission. What would he think if we quit because it got complicated? I'm with Ruby. I won't run now." Blake spoke with a fierce determination. Yang sensed something much deeper than Ozpin's approval was driving her words.

"I'm always up for a good adventure!" The blonde brawler looked at Weiss.

"I guess that just leaves me. Let me first say that this is a bad, bad, idea. We have no idea what we're facing, and we're completely undersupplied. You know what? Now that I think about it, that's business as usual for us. Let's show Ozpin just what we can do."

Ruby allowed herself a quiet sigh of relief. Weiss had been acting odd since before the crash, and Ruby was worried about her commitment. It was nice to see her confidence return."Now that that's settled, we need a new plan. Any idea how to find that lost village?"

Weiss spoke up first. "Actually, I have an idea. This forest doesn't have many landmarks. But if we can get above the treetops, I can use the railroad track and the peak of Autumn's Bluff to orient us."

"The sun's going down. We should make camp here for the night." Everyone nodded agreement with Blake's suggestion.

"Ok. Weiss and I will sleep first, then Yang and Blake can have the tent. We should keep fire watch with our combat buddies." Satisfied with her plan, Ruby stood up and drew Crescent Rose, ready to carve up some firewood.

 _What did she say? Weiss and I'll sleep first? Oh no she doesn't_. "Wait just a minute! We have one pup-tent and one sleeping bag. How exactly are we sharing those?"

"Easy! We just unzip the sleeping bag and share it like a blanket, silly. Didn't you ever go camping with your sister?" Ruby's tone made it clear she thought he answer was obvious.

"The closest we ever came to camping was the annual family stag hunt, and we had separate rooms in my grandfather's lodge. If you think I'm sharing a blanket with you, you have another thing coming!"

"Your modesty's cute, Weiss. Do you know it's supposed to be in the 30's overnight? I know Neptune calls you Snow Angel, but I don't think you're immune to hypothermia. Besides, you get Ruby. The worst she does in her sleep is talk about cookies. I've got to deal with Yang's snoring...among other things." Blake's stoic face betrayed the slightest hint of a smile.

Weiss blushed. "When you put it that way, I guess I should shut up. It's not that much worse than the bunkbeds in our dorm." _I'm really starting to hate this mission._

"That's the spirit, Weiss. You help Ruby get some wood, and I'll pitch the tent with Blake."

* * *

 _ **Black Talon Hideout, Downtown Vale**_

Hellbrau sat in his study, with a crackling fire at his back and a hot saucer of fresh tea at his side. He'd spent a long day handling his affairs with the Black Talons of Vale. There remained only one unfinished task before he could board a return flight to Atlas. The flight couldn't come soon enough.

The Kingdom of Vale was beautiful this time of year, and the historian in Hellbrau admired how hard the people Vale worked to maintain the city's classical architecture. That being said, the casual attitude most of Vale's residents held toward the Faunus made him sick. He'd even spotted a young man in a Beacon Academy uniform strolling the streets with a rabbit Faunus on his arm. _A damned rodent! What has this world come too?_

Only the transmitter in his apartment in Downtown Vale kept Hellbrau from leaving. It was a unique model, attuned to exactly one hand-set; it provided Hellbrau his only secure communication with Kuro when he was out on a mission. _He should be reporting in any time now._

Like clockwork, the transmitter's domed light began blinking at six minutes of seven. The silent transmission was Kuro's all clear signal. Any message sent without one was not to be answered. It was one of the many fail-safe measures the Black Talon used to ensure one captured brother could not be forced to betray his order. On the hour, Kuro's voice began squeaking from the miniscule transmitter.

"This is Kuro. Stage one has been successful. No complications."

Hellbrau keyed his microphone. "Good job. I have new instructions for you. You may have witnessed a crashing Bullhead today."

"Yes, my lord. I considered cleaning up any survivors, but there was a large secondary explosion, red dust cook-off if I had to guess. No one survived that."

"Your judgement fails you again, Kuro. Unless ghosts have learned to use scrolls now, one of the passengers attempted to access the CCT net less than an hour ago."

"Wait, you know who was aboard that ship?"

"I do. And it is for the handling of those passengers I amend your orders. One of the passengers was my star pupil, the Schnee heiress. If you cross paths with her, she is to be taken alive. If you so much as scratch her, I will feed you alive to a Beowulf. Tell me you understand."

"Don't hurt the Schnee brat. Got it." Even through the tinny speaker of Hellbrau's transmitter, Kuro's frustration at being restrained was writ clear in his voice. "Is that all, my lord?"

"No. The young Schnee is not alone. She was travelling with her team from Beacon Academy. I have reason to believe they too are seeking our prize. Among them is a scythe wielder trained by Qrow Branwen himself. Her other two teammates are the same students who put half a dozen Talons in the hospital two days ago. If you see them, do not hold back because they look like children. They are every bit as deadly as real Huntresses."

"I understand."

"Make sure you do. You know what will happen if I have to intervene. Hellbrau out."

* * *

 ** _Forever Fall_**

Weiss and Ruby sat by a roaring campfire. Weiss had surprised Ruby by starting the blaze with only a flint striker. When her scythe-wielding teammate questioned the origin of her fire-making skills, Weiss quickly reminded Ruby that her home kingdom of Atlas enjoyed six months of winter.

At first sitting in silence, the pair soon began to talk dust-based mechanical design. Though she would never admit it, Weiss was every bit as obsessed by dust technology as Ruby was by weapons design. Yang and Blake excused themselves from the fire and drifted off to their tent when the conversation turned to the finer points of dust-coated rifle barrels.

As they climbed into the cramped tent, Yang playfully tugged in Blake's bow, which fell way into the darkness. Before Blake could protest, Yang spoke up. "You can't tell me it's comfortable to sleep with your ears tied up. Besides, I think I like your natural look better."

Blake blushed scarlet. Living among humans, that black strip of ribbon had nearly become a permanent part of her head. Concealing her Faunus heritage was easy with her feline ears wrapped in a neat bow. Blake also knew that though they were loath to admit it, even open-mined humans were often uncomfortable at the sight of a girl with two sets of ears, one human and one feline. "You really mean that, don't you?

"Of course I do. Now give me more of that sleeping bag. I'm about three seconds away from becoming a Yangsickle!"

Blake sighed at Yang's pun. "Good night, my little sun dragon."

"Good night kitten."


	8. Midnight

_**Beacon Academy**_

The midnight hour found Professor Ozpin in his apartment atop the central spire of Beacon Academy. Adjoining his office by way of a hidden door, the apartment was known only to a select few of Beacon's staff. Among them, only his trusted assistant had a key. It provided Ozpin a much needed reprieve from the prying eyes of students and staff alike, for whose benefit the headmaster maintained an air of mystery and stoic indifference.

Stripped to his undergarments, Ozpin lounged in a leather chair, his feet lazily propped against his bed. Once again, the duties of his station had intruded on what little slumber he could manage. Eyeing the antique mechanical chronometer, Ozpin inked the last lines of his daily journal before rising to dress for an unexpected meeting.

Ozpin stepped into his office and was greeted by the earthy aroma of freshly brewed Mistralian coffee. Slouched in a seat beside Ozpin's desk was the only other man in Beacon who could stomach a roast so bitter. Doctor Bartholomew Oobleck was Beacon's resident historian and caffeine addict-and the man who had called this emergency meeting.

Before Ozpin could cross the room to his seat, the studded metal elevator doors at the far end of the office slid apart. Out stepped Glynda Goodwitch, Beacon's head disciplinarian and Ozpin's most trusted advisor. Startled by Oobleck's midnight summons, Glynda dropped all pretense of formality. With a flick of her riding crop and a pulse of her semblance, Glynda sent a chair flying across the room, bringing it to a clattering stop next to Oobleck. With another flick of the crop, Glynda seized two mugs of coffee from Ozpin's desk, drawing one to herself and sending the other to Ozpin's waiting hand.

To any outsider Glynda's casual use of her semblance would have seemed like a showy parlor trick, but Oobleck and Ozpin knew her well enough to see the purpose in her actions. Glynda's semblance required total mental focus to move objects with precision. Her display was a way to clear her mind for whatever message was important enough to draw her and Ozpin from their beds at such a quarter to midnight.

"Glynda, Ozpin, I regret waking you at such an hour. However, I fear that team RWBY is in terrible danger."

"Dr. Oobleck, you told me this morning that you approved their plan; further, that you found it thoroughly detailed and surprisingly well written. What has changed since then?"

Oobleck handed his scroll to Ozpin. "Everything. This is the final transmission from the Bullhead transporting RWBY."

Ozpin laid the scroll on his desk, and static-laden audio began to play through the desk's recessed speakers. "SDC 1337 to all local fighters. We have been engaged by Nevermores at grid two-seven by one-eight-six, bearing zero-one-one at angels one-zero. Request immediate support, priority Alpha." The pilot left the channel open. The horrid moan of shearing metal filled Ozpin's office as the recording played on.

"Mayday! Mayday! SDC 1337 has lost her starboard engine. Cannot maintain altitude. Instruments and navigation offline! If anyone can hear me, we have human passengers aboard! Scramble SAR! Dammit, where are those fighters?"

Faint voices cut through the static. Weiss shouted something indistinguishable from the static, and another voice, possibly Ruby's, said something about jumping.

The pilot's voice returned. The panic of his last message was filled with the icy calm of a soldier resigned to his death. "SDC 1337 to all channels. Passengers are away. Repeat, all passengers are clear of the ship. I'm going to get this crate as far away as I can and buy those kids some time. Catherine, sweetheart, if you hear this..."

Oobleck snatched his scroll from the desk, mercifully ending the recorded transmission. "After that, a Nevermore breached the cockpit. The cabin radio recorded till the end. The pilot is...not with us any longer."

The thought of her students helpless at the claws of a Nevermore drew a sharp gasp from Glynda. "You don't think RWBY..."

"No Glynda. Ms. Schnee attempted to connect to the CCT net roughly an hour after this transmission. Her signal was lost, but not before the handshake protocol pinged her Scroll. Her Aura was at 55% and rising, consistent with a combat landing. The data from the rest of the team was fragmented, but at least it confirms they are all still alive."

"Only fifty-five? How many times have I told that girl to flair her Glyphs to soften her landing?"

"Glynda, we can discuss team RWBY's...deficiencies...if they survive this mission. Doctor, why are you telling us this now?"

"This crash was no accident. That recording was made by the antenna here at Beacon. It should have been intercepted by the northern defense grid. I checked the logs, and the grid recorded no Grimm activity. When I indexed the defense grid by flight number, I found that SDC1337 fails to appear on any records. We have no record of the flight arriving at Beacon, no record of it departing, and no duplicate flight plan. The only logical explanation is that someone tampered with the network to hide the crash. Ozpin, if someone can maliciously break our defense network like this...the danger to Vale would be incalculable."

"I think I know who has the capability...and the motivation. Doctor Oobleck, I have a research assignment for you. Find out what a group like the Black Talon would want with RWBY's target."

"With pleasure. Headmaster, Glynda, I will see both of you when I have some answers. History is the key!"

* * *

 _ **Forever Fall**_

Hundreds of miles from the comfort of their dormitory at Beacon, Weiss and Ruby were finishing their shift as guards of their team's small camp. Seated by a gently roaring fire, they passed the last hour with Weiss's deck of cards. Their improvised table was a thin slab of maple Ruby had found amid her firewood pile. In place of chips, Weiss and Ruby scrounged acorns from the forest floor. Mindful of their teammate's sleep, the pair kept their conversations quiet.

At 2:15 a.m., Ruby's scroll began to hum. That was the signal to go wake Yang and Blake. Ruby was following the age-old Huntsman trick of sleeping her team in shifts. Normally, only one team member would be left awake as a guard, rotated out through the night so that everyone could get four hours of sleep. Unfortunately, the loss of their camping gear meant half the team had to stay on guard at any given time.

Ruby kneeled by the closed flap of the team's lone tent. Meant to sleep one person, Huntsman's tents were minimalist in design. Fitting two people inside one was claustrophobic and done only out of necessity. Ruby couldn't imagine how her sister and Blake were sleeping comfortably. "Psst! Wake up! It's time to switch out."

"Ok sis. We'll be out in five." Yang was still half asleep, and was surprised to feel something warm at her side and a weight on her chest. As her eyes snapped open, Yang saw that Blake's arms were wrapped around her, and that Blake's head was now resting on her shoulder. The sleeping Faunus's face was serene, and Yang almost felt guilty waking her. She knew her partner often suffered night terrors, and she didn't want to startle her. With the utmost care Yang freed her left arm from Blake's sleeping embrace and began to gently rub her shoulder. "Morning kitten. How'd you sleep?"

Yang felt Blake briefly tense-up, then relax as she took in her situation. "Like gold." Blake dragged that last syllable out like a sigh.. _It's cozy here. I think I could get used to this._ "Oh! I am so sorry!" In a sudden burst of clarity, Blake realized the warm, soft mattress beneath her was actually her combat partner. "I didn't mean to..."

Yang laughed. "Don't you dare apologize. It's more comfortable than having your elbow in my back all night. Besides, you're so toasty, and this quilt's so thin. How would it look if we died of hypothermia on our first solo mission?"

Blake blushed in embarrassment, but she couldn't deny it was the best sleep she'd had in ages. _No nightmares. No waking up at bumps in the night. I felt so warm, and so safe! I could certainly get used to this._ "Is that even possible with your semblance?

"Huh? I never really thought about it. It snows like, what, maybe twice a year on Patch?"

Locked in each other's embrace, silent, warm, and content, the pair made no effort to rise from the tent. Five minutes became ten, and the distinct sound of Weiss's heeled boots could be heard pacing outside the tent.

"Come on you two! At this rate, the sun's going to be up before you climb out of my tent!" Weiss was trying her best to sound stern, but her words were slurred with exhaustion and she just sounded sleepy.

Blake and Yang finally rose from the tent into the still night air. Blake, free of the confining tent, began to stretch. Yang slipped her gauntlets back on, Blake clipped Gambol Shroud to her back, and they both took seats on the fallen log Ruby had carved roughly into the shape of a bench.

"Finally!" Weiss disappeared into her tent, mumbling something that sounded like goodnight.

"When do you wanna get up, sis?"

"Six. I want us on the trail when the sun comes up. Goodnight!" Ruby followed Weiss. Both girls bore smaller frames than Blake and Yang. At a mere 5'3" and 5'4'' respectively, Ruby and Weiss had a bit more space in the lightweight tent. It was a squeeze for sure, but they both were able to lay on their backs. Weiss was too tired to even protest Ruby's sleeping plan, and in minutes the partners were fast asleep beneath the quilted warmth of an unzipped sleeping bag.

* * *

 _ **Beacon Academy**_

Leaving Ozpin's office, Doctor Oobleck made a beeline for Beacon's library. At this late hour, the library was closed to students and faculty, but Oobleck had round-the-clock access with a swipe of his scroll. This all-hours pass was a gift from Ozpin. Upon discovering his friend, a minor insomniac, roaming Beacon's halls late one night, coffee in one hand and a volume on the Great War in the other, Ozpin gave Oobleck private use of a study in the rear of the library. Oobleck had added a cot and a small coffee pot to the study, which now saw far more use than Oobleck's official faculty apartment.

Oobleck's study was well-organized chaos. A half dozen blackboards featured the notes from ongoing projects of the notorious multi-tasker. Many were covered in broken phrases and shorthand only Oobleck would understand, like _What if Thermia 319? Dust: TDlR._ Preparing for Ozpin's assignment, Oobleck wiped a blackboard clean, powered up his desktop terminal, and brewed a fresh pot of coffee.

With his study prepared, Oobleck began the quest for information. Oobleck was known to hunt information archives with the same deadly precision most Huntsman showed towards Grimm. Three distinct stacks began to grow on Oobleck's desk as he compiled every known resource that held reference to Verdant Reprise or the Black Talon. Despite access to Ozpin's classified field reports, Beacon's sealed archives, and the surviving notes of Georges Aegean himself, Oobleck was discovering surprisingly little information of substance.

Oobleck's first completed summary outlined the scant details of the Black Talon. The first organization to go by that name formed in the dark days of the Mantellian Catastrophe. Hundreds of years before the Great War, the Kingdom of Mantle was assaulted by the largest army of Grimm recorded in modern history. Well over a hundred thousand citizens of Mantle were slain before the Grimm could be driven back into the darkness from which they had risen. Modern historians agree that the fear and chaos following the death of Mantle's beloved Queen Gisela in P.M. 1631 drew the Grimm. At the time, many survivors blamed the assault on the small Faunus population along Mantle's southern coast. The Black Talon grew out of that superstition. Never more than a few hundred strong, the Black Talon actively hunted Faunus, murdering from the shadows in the name of purity. The government of Mantle largely ignored the radical group, so sporadic murders and public lynching of Faunus mar the history of Mantle until the Great War. The last known leader of the Black Talon was executed as a war criminal after ordering the Slaughter at Harper's Knoll in the second year of the war.

Following the Great War, and the subsequent forced deportation of Mantle's Faunus population to Menagerie, the Black Talon disappeared from the history books. In the wake of the Faunus Rights Rebellion (Oobleck himself preferred the Faunus's name for that conflict-The Second Crusade) a new Black Talon emerged. A political organization until fairly recently, the group radicalized in response to White Fang militancy. Until the break-in at Beacon's armory, their objective was unknown.

Ozpin's reports painted a chilling picture of their current aims. Under interrogation by General Ironwood himself, the would-be thieves revealed their goal was the capture of the Coccum Exterminatus. That weapon was the single greatest horror to grow out of the Great War.

In the final year of the Great War, the Second Collective was being beaten back on all fronts by an alliance struck between the Faunus and the Free Army of Remnant. Drained of resources, men, and morale by a decade of conflict, the Second Collective began to turn the tide of war with a series of terror weapons. Until then, battles had been fought far from civilian populations, as the emotions of war always drew the Grimm. Ignoring this unofficial agreement, the Second Collective began to release cruel dust-powered weapons on towns across Vacuo and Vale. This backfired, as the Kingdoms of Vale and Vacuo redoubled their efforts to topple the Collective. Within a week of the fire-bombing of Hawk's Mill in Vacuo, the Second Collective had fallen.

It was amid the ruins of the Collective Academy of Science on Vytal that the true depravity and ruthlessness of the Collective was revealed. The Collective's leaders had realized that the influx of Faunus to the Free Army was going to be their downfall. In response, they had undertaken a biological weapons program. Using Free Army prisoners as lab rats, the scientists of the Collective created a weapon capable of targeting the very DNA of Faunus. Documents taken from the rubble of the Commissar's Palace revealed the weapon was only days from deployment. The Third Battle of Vytal had unknowingly prevented the genocide of Remnant's 13 million Faunus.

The recorded history of the Exterminatus ended as abruptly as the Black Talon's did. Not a single mention of it existed in any record after the Third Battle of Vytal. Even the War Crimes tribunal failed to acknowledge that such a weapon had existed.

Try as he might, Oobleck failed to see a connection between the Exterminatus and Verdant Reprise. Verdant Reprise was comparatively tame. By modern weapon standards, the sword was little more than a toy. It featured no secondary firearm, and the blade's dust enhancement, while groundbreaking for the time, only made it roughly equivalent to modern steel. It held no ritual significance for the Black Talon, nor did it provide any combat advantage. Oobleck considered the possibility that the Talon merely wanted to destroy a symbol of Vale's storied past, though he dismissed the idea. If Ozpin's hunch was right, and the Talon had in fact sabotaged the defense grid to stop RWBY's mission, they must have had some greater reason for wanting the Reprise.

Determined to find some meaning to the attack on his students, Oobleck prepared another pot of coffee. It was going to be a long night.

* * *

 _ **Forever Fall**_

"This isn't how I thought this mission would be. Ozpin made it sound mysterious and dangerous. This is like one of my Uncle Qrow's camping trips!" As she talked, Yang threw another log on the fire. Sparks shot into the inky night, dancing on the breeze as they fell to earth.

Blake turned her hands toward the flames, enjoying the warmth of the crackling fire. "So your uncle took his nieces camping by skydiving into Grimm infested forests with no supplies?"

"Except for the skydiving from a burning airship part, yeah, he did. I didn't know it then, but he was training us. When Ruby was nine, he helped her kill her first Grimm. It was only a little Creep, not much larger than a coyote. But you should have seen the smile on her face. She was so proud of herself. Even then, she was sure she wanted to be a huntress."

"Wait-your uncle took Ruby Grimm hunting at nine? Isn't that a little, uh, irresponsible? Dangerous?" Blake couldn't hide the concern in her voice. Even the White Fang tried to keep kids that young out of combat.

"Not at all. He softened it up with his scythe, then let Ruby finish it off. He's the combat instructor at Signal, Patch's combat school."

"And I take it he's a huntsman too?" Blake changed the topic. She didn't like the idea of letting a nine year old face Grimm, no matter what precautions were taken. But Yang didn't seem to have a problem with it, and Blake couldn't really be critical of someone she'd never met.

"Yeah. Dad and Uncle Qrow both are." Yang beamed with pride. She came from a family of Huntsman and Huntresses, both on her Branwen and Xaio Long sides. Yang finished adding logs to the fire and took a seat next to Blake. "You know my favorite part of camping trips?"

"S'mores?" Blake had never heard of the treats before coming to Beacon. But Ruby had introduced her to them during a training exercise, and Blake begged her to make them anytime the team made a fire.

"S'mores are good. But I like telling campfire stories."

"Really? I never took you for a story-teller, Yang." Blake sounded doubtful. Yang wasn't a fan of literature, and Blake had a hard time believing she'd memorized a story well enough to dramatically retell it.

A knowing smirk creased Yang's lips. "Do you want to hear my favorite?"

"I'd love to. What kind of story is it?" Blake leaned forward, intrigued

"It's a fairytale. I used to tell it to Ruby all the time we were younger."

"What's it called?" Yang had Blake's full attention now.

"The Blue Knight of Vale. I'm sure you've read it. It's a classic."

"Actually, I've never even heard of it." Blake frowned, sorry to disappoint her partner.

Instead of being disappointed, Yang was smiling. "Perfect! You'll love it." Yang settled in on the log next to her girlfriend. Turning to face her, she began. "Long ago, in days now passed to legend, Grimm roamed the land at will, snatching the unlucky or unprepared. Among the ancient Grimm, the most feared were the named Elders, slayers of the knights who defended humanity." So Yang's story began. For nearly an hour, she continued on, pausing now and then to kindle the fire. Blake was enthralled by the tale of the blue knight Letholdus and his Faunus wife Marguerite as they hunted the last Elder Grimm, Ame Rancunier, Father of the Ursai. Any who got in their way, be they Grimm or evil men, fell before the power of the Blue Knight and the Red Mage. Blake sat, listening attentively, enjoying every minute of the story. She was only disappointed that it ended so soon.

"Yang, did you, maybe, enhance that fairytale for my benefit?"

"What do you mean?"

"Was Marguerite really a Faunus?" Blake couldn't believe that a children's tale had a Faunus and Human married. Across much of Remnant, though legal, such a marriage was still scandalous. Blake couldn't imagine one happening hundreds of years ago.

"It depends on which version you read. In the older stories, she was always a Faunus. When we get back to Beacon, I'll dig out the copy Uncle Qrow gave me for my tenth birthday. It's about a thousand pages, and you'll love it. It's a leather-bound edition of an old, old version of the story. The ones you can get at a book shop cut out all the good stuff." Yang knew that once Blake got ahold of it, she wouldn't see her girlfriend outside for the next few days.

"Wait, a thousand pages? And you read it?"

"Yeah, I'm as surprised as you are. But I just love that story. Once I started reading it, I couldn't put it down!"

A little past four a.m., the clouds which had darkened the sky since sundown parted, yielding the sky to Remnant's broken moon. Radiant beams from the heavens shone down on the clearing where Blake and Yang were tending the fire. To Yang, the moon's silvery beams looked like a spotlight, and that gave her a great idea; a romantic idea. She drew her scroll and began to search her music collection. _Too loud. Too depressing. That's not romantic either. Ooh! Perfect!_ Yang stowed her scroll and stood up. Her song was ready to play at the press of a button.

Yang turned to Blake and bowed, offering her hand. "Blake Belladonna, care for a dance?"

Blake was dumbstruck for a moment, too stunned by Yang's spontaneity to understand her intent. She stood up and managed a shaky "Yes", though it came as more of a question than an answer. Yang took her hand and pulled her in close, tapping her scroll with her other hand. Yang's chosen melody began to play from the scroll's tiny speakers.

" _Baby it's time to make up your mind / I think that tonight is when our stars align..."_

Tears formed in Blake's amber eyes, and Yang gently wiped them away. Arms entwined, they began to dance. For a few beautiful minutes, there was no mission, no Grimm, no fear, and no need for words; just two bodies, two Auras, moving as one beneath the moon's radiant glow.


	9. Dawn

_**Forever Fall**_

One of Grimmology's primary tenets is that Grimm own the night. The Creatures of Grimm possess an innate sixth sense for the fear, pain, and stress of Humans and Faunus. Experienced Grimm can track a living being from hundreds of miles away using this sense. Even in total darkness, Grimm track emotion like stag hunters track a blood trail. On a dark night, human eyesight and hearing is no match against the Grimm. Black fur hidden in inky shadows, even the largest Grimm can creep within meters of a Huntress undetected given adequate cover or a moonless night.

Some precautions can be taken. When fighting at night, Atlas's Military Special Operatives often employ optical enhancement devices, binocular headsets commonly known as Cat's Eyes. Their bulkiness, restrictive field of view, and excessive operating cost (over 200 lien of Spark dust per minute) mean Cat's Eyes are rarely used by Huntsman. Faunus, whose superior eyesight borders on night vision, can and do hunt Grimm at night. Despite their inherent abilities, discrimination and repression means less than five percent of Remnant's Huntsman and Huntresses are Faunus. The majority of human Huntsman, and mixed-species teams like RWBY, chose to restrict their hunts to daylight whenever possible.

Yang welcomed the first light of dawn to reach RWBY's makeshift camp. It was nature's alarm clock. Careful not to disturb Blake, who'd dozed off just after their moonlight dance, (She knew four hours of sleep was barely enough for her Faunus teammate) Yang walked to RWBY's lone tent, pitched a few dozen yards from the glowing orange coals of her waning campfire. Ruby wanted the team on the move by sun-up. Waking her and Weiss now would give the girls about an hour to cook, eat, and estimate their location.

A harmless garden snake slithered between Yang's feet, and for a moment she considered tossing it into the tent as a hissing alarm clock... Ruby would laugh it off, since it was exactly the kind of prank they used to pull on each other when camping as kids. Weiss, on the other hand—Yang knew she wouldn't find it funny. Moody Schnee was the last thing Yang wanted to deal with, so she decided on a gentler wake up.

Yang silently untied the canvas tent door and folded it back. Weiss and her sister were both sound asleep, side-by-side, beneath a quilted sleeping bag unzipped to form a blanket. Yang worked up her best sing-song voice, and belted out, "Good Morning!" Her cheerful bellow roused Weiss from a bad dream. Stuck in the terrifying twilight between nightmare and reality, she threw off her quilted blanket and tried to jump to her feet. The hollow ding of her head bumping a tent pole was accompanied by an undignified squeak of surprise. Ruby mumbled something to herself and her head turned sideways, but she did not stir.

"Ouch! Yang, stop shouting! They can hear you back at Beacon, I'm sure of it." Weiss didn't sound happy.

Yang lowered her voice to a whisper. "Aww! Did someone wake up on the wrong side of the tent?"

"I'm still sore from the landing, but I can't complain. Ruby's head probably hurts much worse. That sound when she broke through that tree the tree was simply brutal. Don't tell her I said so, but that dolt really had me worried yesterday. "

"My sis is tougher than she looks, that's for sure. But Weiss? She wouldn't think less of you if you actually showed concern or worry. Look, I don't know how it is in Atlas, but in Vale emotion's not considered a weakness. It's not something you are expected to hide. Friend to friend, I'm asking you to think about that."

Weiss found herself struggling for a reply. Her first instinct was to default to the comfort of her practiced sarcasm. But then she realized that Yang wasn't trying to mock her, or insult her-she was just giving the kind of sisterly advice she usually saved for Ruby.

"I...I will. I'll think about what you said. Why don't you and Blake start on breakfast? Ruby's stirring now, so she should be up in a few minutes. We'll pack the tent once we're out."

"Sounds like a plan!" Yang was about to go and wake Blake up when something on the ground caught her eye. A strip of black silk lay discarded on the red leaves of the forest floor-Blake's bow. As Yang picked it up, a sudden realization flashed in her mind. _She never put it back on last night, did she? Huh. She doesn't really need it out here, right? I'll hang on to it for her._ Yang carefully folded the delicate strip of silk and slipped it in to an empty pocket.

* * *

Miles across the valley from team RWBY lay the wreckage of SDC 1337. When its wings ripped way, the airship had become a fifty ton titanium missile. Kinetic force propelled the hull nearly a quarter mile across Forever Fall's central valley. Plowing through trees and rocks, the hull came to rest at the base of a cliff. Its explosive cargo, nearly three pounds of pure powdered Burn Dust, detonated; the fireball flattened the forest around it for hundreds of yards.

Kuro's men followed the furrow the bullhead's flaming hull had left in the loose soil of the forest floor. Each man in Kuro's Black Talon squad wore prototype Cat's Eye goggles. Combined with military grade adrenal stimulants, the stolen prototypes enabled the Talon troopers to move by night, without fear of Grimm or human interlopers ambushing in the dark.

Kuro's original plan was to reach the ruins of Carnelian in three days. His plan had already hit a snag. He'd never considered the possibility that disabling a section of Vale's Aerial Defense Grid might lead to the downing of an airship. That alone would bring unwanted attention from Vale, but now the downed airship was transmitting an automated distress beacon. The Schnee Dust Company was ruthlessly protective of its shipments. If that transponder remained online, the Schnees would dispatch Huntsman for a retrieval mission in a matter of hours.

His compatriots were loyal, well trained, and eager to fight, but Kuro knew that only a few among them had experience killing Huntsman, especially the more mercenary types Old Man Schnee kept on retainer. The Black Talon assassin held little doubt that his men could kill anyone they encountered, Huntsman or not. There was simply no way they could do so without jeopardizing the mission and its requirement of total secrecy. Kuro decided a detour to silence the beacon was a necessary delay.

Kuro and his dozen-man squad of Black Talons reached the wreck shortly before dawn. Radio transponders were notoriously fragile, so Kuro expected to find the ship largely intact. What he found was a grotesque metal sculpture, barely more than a charred parody of an airship. Both wings were missing, as was the poly-glass cockpit blister. The hull was shattered, but somehow the airframe's ribs survived unbent. The fuselage looked for all the world like the metallic carcass of a giant, and the glassy black crater it sat in looked like its lifeblood. Kuro's mean sifted through the wreckage, searching for the little black box whose resilient circuits put their mission at risk.

"Milord Kuro! Something's not right with my readings. Come take a look at this." The tech expert who'd hacked the defense grid stood atop the wreckage, waving his scroll at Kuro.

"Get over here and stop your damn shouting!" The Talon trooper climbed down from his perch. "Try to keep it down. I don't like being in this clearing as it is. We're too exposed. Anyone with good binoculars on the ridgeline could see us a mile away with a pair of Cat's Eyes. You screaming like that only makes it worse. Now what did you want to show me?"

"Sorry, Milord. I was trying to triangulate the signal with my scroll and a few improvised antennas I made from the wreckage. The transponder is somewhere within this triangle," The man gestured to the map on his scroll, with a purple triangle marking his search grid. "But something's not right. It's moving."

"The transponder is moving? You're sure?" _It could be a trap, of course. But why wait nine hours to turn on the transponder?_

"Yeah. It's somewhere in those woods, but I can't get more than a quarter-mile accuracy." The young Talon pointed towards a thick copse of trees north of the crash site.

"Try to clean it up. We don't have the time for a grid search. We're wasting darkness as it is." Kuro was getting annoyed. If that transponder wasn't shut down in the next hour, it would likely be detected by the engineers on the morning train to Vale. The Schnee railroad was less than ten miles away, well inside radio range.

"As you wish, milord. Wait-huh-it's resolving now. The signal is moving in a straight line, coming towards us."

"It's probably those students Lord Hellbrau warned us about. " Kuro stifled a chuckle. "If they think an amateur ambush will work on us, they've earned their deaths through stupidity." He raised his voice to get the attention of his men. "Something is coming this way, and it or they have the transponder beacon. It's probably the Schnee brat and her friends. Remember, no one kills the Schnee. Lord Hellbrau wants her alive. Do what you will with the rest."

A dozen Black Talon drew their weapons and took up fighting positions around the wreckage. As they did so, a throaty roar like that of a bear sounded from the stand of trees in front of them. Kuro held his left hand up in a diagonal slash, a signal to his men to hold their fire until they saw a target. He still thought this was a trick, just part of an ambush by the Schnee brat and her teammates. Grimm were dumb brutes to Kuro's reckoning. Surely they weren't capable of laying a trap like this?

Kuro chose to fight on the open ground around the crashed Bullhead, expecting to face four huntresses-in-training. In the dense foliage of the valley, Kuro knew they could leverage mobility and their Grimm-stalking skills to isolate and dispatch his men. Here, with a 360 degree field of fire, his men could work in unison to cut them down. He used a few more gestures to realign his men. The melee fighters among his men came forward, ready to join him in combat. The rest of his men, bearing an assortment of dust-repeaters and slug throwers, kneeled behind a warped titanium panel, all which remained of the Bullhead's left wing. They would unleash a hellfire salvo of Dust and lead on his command. Kuro wanted no more delays in his mission. If he could smash the beacon and solve his Huntress problem in one quick skirmish, he was willing to make some noise.

Seconds passed, the tension among Kuro's men rising. _Why aren't they attacking?_ Suddenly, a chorus of wolf-like snarls answered the Ursa's roar. The Black Talon gunners spun around, to meet this new threat. A pack of Beowolves emerged from the waist-high red grass, just meters behind them. As the Beowolves charged, a half dozen Ursai, monstrous Grimm whose soulless bodies resembled armor-plated bears, broke through the trees in front of Kuro. It was in that moment that the leader of the Black Talon squad understood just how badly he'd miscalculated. His men were now in a killing field, caught hundreds of yards from the cover of the forest, their back to a cliff and Grimm closing in on all sides.

* * *

A red flash and a burst of rose petals was Yang's only warning against the human missile heading her way. With a burst of her Semblance, Ruby crossed the ground between herself and her sister in a second flat. Morning dew still slicked the leaves beneath her feet, so Ruby's planned surprise hug became a flying tackle.

"YAAAAANG!" Ruby clung to her sister, gripping her with a hug that was unexpectedly strong for her small frame.

"Morning sis. Is everything ok?" Yang's sisterly instincts told her something was wrong, and when she looked up at Ruby she saw worry in the younger girl's silver eyes.

"Yep. I just...I had a bad dream. It was about Summer, and you were there too...but it was just a dream." Ruby's voice was quiet and shaky, so Yang squeezed her tighter in a reassuring hug.

"Well that's what you get for lying next to the Ice Queen. Sleeping cold is guaranteed to give you nightmares." With a crooked grin, Yang tousled Ruby's hair.

"Hey! That's not fair. Just because my semblance makes ice doesn't mean I make people cold. I mean, I did get cold last night...but it wasn't my fault!" Weiss crossed her arms, indignant.

Ruby giggled. "It's okay Weiss. It was probably just the wind. I thought you kept me plenty warm!" That earned her the barest hunt smile from the Ice Princess.

Ruby turned back towards the fire, and noticed Blake was sitting cross-legged, her back to her teammates. The metallic clink of a pistol slide locking open caught Ruby's attention. She walked over and plopped down next to her teammate, and her passion (Weiss might say obsession) for weapons took hold, wiping the last vestiges of a sad dream from her thoughts.

"Watcha up to?" Gambol Shroud was in a dozen pieces, laid before the Faunus girl on a small waxed-canvas tarpaulin. An assortment of punches and screwdrivers were scattered around her makeshift workbench. Ruby instantly recognized them as the tools from Beacon's standard-issue field-maintenance kit.

"Something's wrong with my pistol. I just swapped my magazine for freeze-rounds, because I heard a few Beowolf howls last night and I only had concussive rounds loaded. Now I can't get the rounds to feed. Every time I cock the pistol it just jams. It's strange-as far as I can tell, nothing's wrong. Would you mind taking a look?" Ruby was impressed at Blake's composure. If Crescent Rose jammed up for no apparent reason, Ruby would not be so calm.

"Sure thing Blake! I'd love too." Ruby glanced back at Yang and Weiss, now studying a map of Forever Fall on Weiss's scroll. "Can you two start on breakfast? I want us moving in half an hour, and I need to fix Gambol Shroud."

"You want us to cook the rest of it?" Yang thought that was the best idea. The food packs in Weiss's bag could only make one more full meal for four. She figured it would be best to eat the rest of the rations, since they'd have to start foraging by dinner anyway.

"Yep. Whip up a Taiyang Special. Weiss, can you try contacting Ozpin again?"

"I'm receiving some radio signals now, but the CCT net is still having a tantrum. I'll try to piggyback the signal off one of those Atlas Lancers we saw in the air yesterday."

Blake gave Weiss an odd look. "I don't think you can do that. The new Lancers are supposed to be closed systems."

Weiss smirked, "Most people would say it's impossible. Most people didn't master discrete Rougian algebra at 15. If there's one in range, I'll have it done in ten minutes."

"If you say so Weiss. Uh, Yang, what's a Taiyang Special?" Blake's stomach growled in anticipation.

Yang nodded toward Ruby. "Our dad loves to cook, but he's not very good at it."

Ruby started laughing "Remember the time he tried to make stuffed partridge? We couldn't even feed it to Zwei!"

Yang smiled and continued, "When he makes dinner, he usually throws everything in this big black iron pot. Fish, noodles, potatoes-he really doesn't discriminate. He'll just throw it all in the pot to cook for a few hours. We used to call it Dad's Special. Since we only have one frying pan in Weiss's bag, that's what I'll do for breakfast."

"You know, I've never had your cooking Yang. I'm looking forward to it."

"A chef's only as good as her ingredients, and I've got freeze-dried meat that's older than Professor Port. I'll do my best, but remind me to make you a fresh Tuna Casserole when we get back. It's practically my specialty."

"Ummm." Blake unconsciously licked her lips. "That sounds amazing. Careful though- if your tuna's that good, I might get hooked." Blake went for the subtle pun, keeping her voice flat and her face straight.

Weiss groaned. "Not you too! One pun master's enough, thank you very much!"

Yang unleashed a toothy grin. "You're a cat after my own heart. Tuna...hooked. I must be rubbing off on you!" As she said that, Yang gave her a salacious wink, and Blake thanked the Goddess that Weiss and Ruby both had their backs to Yang. Blake's cheeks turned a deep red, and she cast Yang a glance that said _for the love of Oum, not now!_ Yang shook her head as if to say _you're no fun today,_ and busied herself with cooking.

Lining up her ingredients, Yang began to simmer breakfast over the campfire's coals. Meanwhile, Ruby and Blake focused on fixing Gambol Shroud. If the Variable Ballistic Chain Scythe's gun was only stuck closed, the jam would be a minor inconvenience. But the way the slide had jammed meant the weapon was now almost useless, since it was impinging the mechanism of the transforming Katana whose handle the pistol formed.

. The caped girl took one look at Blake's tools, shook her head, and reached for the silver cartridge case on her hip. Setting aside two cross-emblazoned magazines, Ruby produced a flat metal case from the back of the pouch. Engraved on the surface in a flowery script was a short message, " _Rule 1: Keep your damn scythe clean, Ru. Always. Love, Uncle Qrow."_ Beneath the message was Ruby's flaming rose emblem.

"What is that?" Blake pointed at the silver case in Ruby's hands.

"It's a custom service kit. I haven't heard from my Uncle since I left Signal Academy. He got sent on a mission just before I got accepted to Beacon, and he didn't have time to say goodbye. But he left me a present. He made this for Crescent Rose, but the tools should let me fix whatever's wrong with your gun too." Ruby smiled as she selected the tools she'd need, and promptly set to work.

Blake sat in quiet awe of Ruby's prowess. At school Ruby was often endearingly uncoordinated. The girl who sat alongside Blake worked with the hands of a surgeon. Blake had only field stripped her weapon. In as much time as it had taken Blake to do so, Ruby had already disassembled the pistol to its base components. She meticulously checked each part for some abnormality. After a good ten minutes of silent concentration, Ruby's eyes opened wide in surprise. "Got it! But how'd you manage to do that? Hmm..."

"You found what's causing it to jam? Can you fix it?"

"Sure! Your mainspring is cracked, almost like it was over-compressed. Strange, I've never seen something like that before, and I load more powder in one round than you have in a full magazine. I'll give it a good cleaning now, and when we get back to Beacon I'll tear her apart and get to the heart of the problem...I mean, if you trust with me doing that, of course." As she talked, Ruby applied a few solvents to a wool mop, and in less than a minute Blake's pistol and blade looked cleaner than the day they were forged. Ruby reassembled Gambol Shroud with delicate precision, tightening each bolt just so, balancing each spring, and oiling each moving part with great care. Finished, she handed the blade back to Blake with a proud smile. "All ready. And thanks for trusting me with Gambol Shroud. She's as good as new! Well, probably better than new! You could shave a few seconds of the transformation if you swap..." Ruby forced herself to stop geeking out over Gambol Shroud.

Blake stared at her blade. _We've been through a lot, old friend. Don't go failing me now._ "Thanks Ruby. I..."

Blake's sentiments were drowned out by Yang's overly enthusiastic call to eat. "Breakfast is ready!"

* * *

 **Dining Hall, Beacon Academy**

That Monday morning found Beacon Academy's Grand Dining Hall surprisingly empty. The previous week, all Beacon students had been paired with active Huntsman for their bi-annual field missions. A number of teams, including CFVY, JNPR, and RWBY, had their missions cut short by a Grimm incursion and White Fang terrorist attack on Southeast Vale, an event rapidly becoming immortalized as The Breach.

A handful of other teams, including Cardin Winchester's team CRDL, had finished early or been dismissed by their Huntsman, and now found themselves with little to do but train. Though classes were finished, the term was not over for another week. Most teams took the time to train, especially those headed for the Vytal Festival Tournament, less than a month away.

Cardin Winchester and his team sat in the center of the dining hall. They were still reeling from a party Russel had snuck them into, thrown by the visiting teams from Mistral. Tired, hungry, and potentially hungover, the perpetual troublemakers swapped stories with a team from Atlas whose crude humor and alleged adventures proved a perfect match for team CRDL.

Every head in the room turned towards the hall's archway as the tall oak doors were slammed open. In stormed a petite woman with fiery red lockes of hair. Her uniform identified her as a student of Haven academy. Save for the reverberating echoes of her heels on the hall's hardwood floors, the room fell silent. Her face conveyed pure rage.

"Where. Is. Cardin. Winchester?" She spat out each word as if they was a bitter poison on her tongue. A half dozen arms singled him out, no around her willing to share whatever wrath Cardin had brought down on himself this time.

With powerful strides the Mistralian firebrand crossed the hall, coming to a stop before a startled Cardin. He had no idea who this woman was, or what quarrel she had with him.

 **Smack!** With no warning, the woman backhanded Cardin. **Smack!** Her palm caught his cheek on the return. "You really think you can cheat on me with my own sister? And my teammate? You have another thing coming!" **Smack! "** I think I deserve some answers!" She was surprisingly strong, grabbing Cardin by his lapels and hauling him to his feet. He still didn't protest, a mix of shock and confusion tieing his tongue.

Still gripping his lapel, the mystery woman half-dragged Cardin back out the door from which she'd entered. The leader of the Atlas team who's been eating with CRDL set down his chopsticks and looked at Russel Thrush. "He's your team leader, right? Aren't you going to help him? She's gonna kick his ass!"

Russel shook his head. "Not a chance dude. As my combat instructor says, as wise man picks his battles. Besides, I don't want to get on that chick's bad side."

Once she had him out the doors, the mystery woman loosened her grip. She led Cardin across a courtyard towards one of the Academy's many fountains. The sound of falling water would cover their whispers from would-be evesdroppers. "Sorry about that. I wanted to sell the act. You think I over did it?"

Cardin rubbed his aching jaw. "You had me fooled. But what's so important you risked coming here? And where the hell did you get that ridiculous outfit?"

"I couldn't wait till next month's drop. I tried to contact you last night to do this the easy way, but it seems you were occupied. I decided to improvise. You should thank me, you know. I just did wonders for your reputation. Sisters? Ha! You're going to be a legend when you get back to breakfast, Cardin. A legend!" The Black Talon field runner allowed herself a chuckle. _How did I get this loser as my assignment?_

Cardin scowled. "Seriously, why are you here?"

"Your reports on the Faculty and your fellow students have been helpful. Very helpful. Plans are being put in place, and one of the Lords has assigned you a key role."

"I knew they'd recognize my talents! What would they have me do?"

 _Good god. Does he hear himself? Talents? I could thrash his whole team unarmed. "_ Nothing, for now. You are to stay in cover until you are called upon to strike. Take this pouch." The woman slipped a small leather pouch into Cardin's hand. "Inside is a new scroll, and a set of poisons. When the time comes, your orders will be issued on that scroll. Keep it on you at all times, same with the poison. Are we clear?"

Cardin sighed. "Yeah, sure. Wait. Like I've been doing since I was recruited. Wait some more. Well, I'm ready to do something more than spy. I'm getting sick of all those animals crawling around this place. Have you seen the zoo that arrived from Vacuo?"

The field runner stood to leave. "Don't do anything stupid. And don't worry-we've got everything under control." She walked away without a glance backwards. It would be the last time Cardin saw her.


	10. Sacrifices

Nestled among an ancient grove of Aspen trees on the southern slope of Mount Eisen is a castle whose grandeur knows no equal across the Four Kingdoms. The name of this ancient structure is carved into the marble archway of the castle's great hall: Wynterhabvn Schnee. Few not born beneath its vaulted halls know this name. To the world, the historic structure is known as Schnee Castle.

The Schnee Family's ancestral home has withstood the test of time. Half a millennium before the founding of the Schnee Dust Company, Lord-Marshall Wilhelm Schnee, 2nd Prince of Mantle chose to settle his clan along the slopes of Mount Eisen. With each new generation of Schnees the castle grew, reaching its current state a mere century before the birth of Weiss Schnee, heiress to the family's fortune, company, and land.

While the Kingdom of Mantle collapsed during the Great War, the Schnee Family rose from the ashes with more power than any King had ever known. Gunther Schnee, grandfather of Weiss Schnee, founded the Schnee Dust Company near the end of the Great War.

The Mantellian monarchy had long held dominion over the mining of Dust crystals from mines and quarries deep in the frozen mountains of inland Mantle. On the day of his execution by those who had once been his subjects, the King of Mantle carried out one last bitter revenge. With the help of loyalists among the newly formed Atlas military, he sabotaged over a hundred Dust quarries across Mantle. His reasoning was thus: The people may take my life from me, but I shall take their world from them.

Gunther Schnee learned of the King's final loathsome act while fighting on the frontlines at the Second Battle of Vytal. He rushed home, seeing an opportunity to save his Kingdom and empower his family. Investing the entire Schnee fortune in a matter of days, Gunther bought quarries, mining equipment-in some cases, entire towns-whatever it took to get the Dust flowing to the soldiers on the front lines. To his kin he was a madman; to the patriots of the fledgling Kingdom of Atlas he was a hero.

When the war finally ended, Gunther was in a position to prosper. Across Remnant, dust reserves had been depleted by a decade of combat. He secured exclusive distribution rights to all four newly formed Huntsman Academies, the Atlas military, and hundreds of smaller clients all across Remnant. Dust moved the world, and the Schnee Company moved the dust. Over the next 80 years, the Schnee Company rose in power until it became the largest employer on Remnant. But its rise was not without conflict. Few Faunus forget that the Schnee Company sided against them during the Faunus Rebellion, cutting all dust shipments to Menagerie long before Atlas officially intervened. As a result, the White Fang, self-styled Faunus freedom fighters, have been seeking revenge on the company for nearly thirty years.

Weiss Schnee's father was not content to sit idly by while terrorists assaulted his company; his empire; his birthright. With the permission of the Atlas military, he reformed the Schnee Home Guard, and placed them under the command of his childhood fencing instructor, a grizzled warrior whose dedication to the Schnee family was absolute-Alric Hellbrau. Given a tower on the castle grounds as a headquarters, a force of 200 handpicked warriors, and a blank check from the Schnee Company, Hellbrau was ordered to secure Schnee Castle by any means necessary. That Schnee Castle still stands is a testament to both his skill and his utter ruthlessness.

Most men approaching their 96th birthday would not choose to spend their first free Monday in a month on horseback, hunting Grimm for sport. Then again, most men hadn't survived twenty eight separate bullet wounds, thirty six major lacerations, three Hemlock poisonings, and the loss of their left lung before the age of thirty. That is to say, most men who live to the ripe age of 96 haven't lead the violent life of a warrior like Alric Hellbrau.

The Colonel's monthly hunt was more than a simple test of skill. He typically brought along promising young soldiers from the Schnee House Guard, covertly assessing their loyalties through a hunter's casual conversation. In the four decades since he'd assumed responsibility for defense of Castle Schnee, Hellbrau had recruited hundreds of promising young men into the Black Talon. Just one of his many talent pools, recruits from the Schnee House Guard extended Hellbrau and the Black Talon's influence across much of Atlas. For Hellbrau's long game, a mail clerk or engineer on the Black Talon payroll could do more damage than any fleet of ships.

Hellbrau's hunt had already killed a dozen boarbatusks and a pair of Beowolves when they spotted an Ursa on a ridgeline ahead. There was a raw energy in the air as the men of Hellbrau's party brandished their blades in anticipation of such dangerous prey. It is easy to imagine Hellbrau's frustration when a Black Talon cell in Vacuo chose that moment to make their report. His scroll began to ring with a distinct melody signifying which operative was making contact. With a gruff flick of the wrist he brought his small troop to a halt, ordering them to establish a secure perimeter while he took the call.

The voice on the other end of the line was digitally distorted, as was Hellbrau's to the caller. So long as he or she knew the proper challenges, the identity of Hellbrau's operative was irrelevant.

"Terrible storm approaching, don't you think?" _Have you kidnapped his child yet?_ Even if someone cracked Hellbrau's encrypted scroll, they would get nothing of substance from this conversation.

"It passed us by quietly. The basement, unfortunately, flooded." _We weren't spotted, and he hasn't been reported missing. The boy is being treated well for now, but we had to kill his mother._ The caller's soft lilt was familiar, and Hellbrau wondered for a second if he'd ever met the woman doing his dirty work in Vacuo.

"At least it was only the basement. Just make sure the house is ready for a showing. A buyer is coming by this afternoon. We wouldn't want to keep him waiting." _Get the cameras set up by noon._

"Fair enough. I hope he doesn't mind the color." _Will do. I'll await new orders._ The caller coughed twice, an indication that her message was complete. Hellbrau promptly hung up, and mirthless smile creased the weathered soldier's lips as he mounted his stallion and rode back towards Castle Schnee. He loved it when his duty to the Schnees and the aims of his brotherhood reached a cross-purpose.

* * *

To both her team's surprise and he own, Yang managed to pull together an appetizing meal from a mix of the six food rations left in Weiss's backpack. Dried sausages from a dinner, two biscuit packs and powdered eggs from the breakfast rations, and an assortment of vegetables came together as a dish that vaguely resembled a pizza. With no small pride at her accomplishment, Yang got the attention of her teammates. "Breakfast's ready!"

Having only a solitary fork from Weiss's mess kit and no plates at all, the girls gathered around the frying pan to eat. Biscuits were arranged to fill the bottom of the pan, over which a mix of other ingredients were spread like a topping. "Everybody gets two biscuits. There's some rich brown bread left, and a block of hard cheese, but I figure we can save that for trail food. Dig in!"

Yang didn't need to tell them twice. For five minutes only the sounds of eating could be heard as the girls greedily devoured their meal. If Weiss or the others minded eating with their hands, they didn't show it. Then again, Weiss and Ruby's auras had both burned through thousands of calories healing swelling and minor fractures from landing that previous afternoon.

A huntresses' Aura could heal injuries practically as they happened, so they were unharmed despite landing at near-terminal velocities. But Aura's regenerative properties came at a price-the body's metabolism raced as a body healed. Yang had once tested her semblance with the help of Professor Goodwitch, and she'd burned nearly 9000 calories during her power-up. Yang knew the hunger that came from an Aura drop all too well- Ruby would probably have eaten a raw chicken if it had been thrown into the pot.

"So what'd you think?"

"It...tasted surprisingly good. But I have no idea what I just ate. What exactly _were_ those red cubes?"

"The chewy ones? No idea. They came with the powdered eggs."

"Eh, it's probably better I don't know. Anyway, thank you Yang."

"Huh?"

"I don't think any of us could have turned what we had into an appetizing meal. I mean, it wouldn't win the Beacon cook off or anything, but it was a lot better than what I would have done. So thank you."

"Yeah, sure, no problem." Yang wandered if her conversation with Weiss that morning had actually struck a nerve. Her mind lingered for just a moment, then she remembered her team still had a mission to carry out. "Hey Ruby, what's your plan for today?"

"Did you and Weiss figure out where we are yet? Once we know where we are, we're heading straight for the old town Weiss found." Ruby was eager to get moving, but she knew all too well how easy it was to get lost in dense woodland like Forever Fall. Simply walking west towards the looming figure of Autumn's Bluff would be foolish. The old map on Weiss's scroll showed one very narrow path through the cliffs that would lead to Carnelian, and without proper directions RWBY could wander around for days and not find it.

Weiss frowned. "We're west of Autumn's Bluff, but besides that we're basically lost." Weiss gestured to the vast valley slowly resolving into a sea of red treetops as the sun crested the horizon. "That valley's a hundred miles long according to the map. Assuming we're somewhere in the middle, we're at least fifty miles away. There's just no way to tell. I'm sorry, Ruby, but there's not enough landmarks to orient ourselves." Weiss's voice was betrayed her embarrassment, even as it carried a tinge of anger. She was still furious that her first real, unsupervised mission, her chance to prove she had what I took as a huntress, was nearly a failure before it had even truly begun. And she was embarrassed to admit that all her cartographic skills were essentially useless when surrounded by hundreds of miles of red foliage, with not a single lake or distinct landmark by which to orient herself.

"Ahh, that's okay Weiss. We'll figure something out, right? We're Huntresses! Well, junior Huntresses...I mean, Huntresses in training...oh you get the point! Have you had any luck getting onto the CCT net?"

"I tried before we ate, but there was no signal. I'll try again now." Weiss drew her scroll and set to work.

As she stood up, Ruby noticed something different about Blake. _What is it? Her hair's the same, her outfit's the same, her bow's the...That's it! She's not covering her kitty ears! I wonder if I should ask her why? Hmm... Nope! I won't say anything. She seems pretty happy today, and I don't want to put her in one of_ those _moods again_. Ruby contended herself with tending to Crescent Rose. Drawing a small whetstone and honing oil from her pouch, Ruby set to work bringing each of Crescent Rose's blades to a razor sharp edge. _You're ready to carve up some Grimm today, aren't you sweetheart?_

Yang, who'd walked off into the bushes around the camp's small clearing just a few moments before, returned with a look of worry on her face. "Ruby, I think I heard something. I'm taking Blake to go check it out. Be back in five, okay?" Without waiting for an answer, Yang hauled a confused Blake to her feet.

Blake waited till they were out of earshot of Weiss and Ruby before whispering to her partner. "What's up? You made a face back there, but I didn't hear anything. Did you feel something with your Aura?" Blake knew better than to doubt Yang's warning. Huntresses often got a sixth sense, a tingling at the back of their mind that whispered "Look behind you!" when danger approached. If Yang had felt something, it was worth investigating.

Despite Blake's questions, Yang remained silent. She led Blake by the hand to a hollow a few dozen yards from camp, well out of sight and earshot from Weiss and Ruby. She plopped down on a patch of soft crimson moss, and with her free hand she beckoned Blake to do the same. Her grimace had become a deep pout, only fueling Blake's concern. "Yang, what's wrong?"

Without a word, Yang unclenched her right hand, and a small silver cross dropped from her fingers into Blake's lap. Tears filled Yang's eyes. Blake instantly recognized the ornament she'd seen every day for six months-one of Ruby's cape pins. But this only added to her confusion. Why did Yang have it? And why was she so distraught?

"I...I don't understand. Why do you have Ruby's cross?" Blake didn't have to know Yang's trouble to see she was suffering. She gently took Yang's hand in hers as she pocketed the pin.

Yang wiped her eyes, and when she began to speak her voice was but a hoarse whisper. "It's not Ruby's pin. It's Summer's." Blake's confusion only deepened. _So Ruby wears her mother's pins? That's...poetic...and tragic. That poor girl._

"Okay Yang, why do you have Summer's pin? I just saw Ruby wearing it at camp. How _did_ you even grab it from her?"

Blake scarcely thought it possible, but Yang's voice sank quitter still. Even with her feline ears, Blake struggled to decipher Yang's words. "It's not the pin Ruby wears, Blake. It is her mom's...and...and...I...I just found it. I came over here 'cause I thought I saw something, and it was just lying here, on this moss. You understand now, don't you? What that means?"

Blake's free hand shot to her mouth, her eyes wide with the horror of Yang's words. "Oh, God! You don't think..."

"Yeah. This...this is where she died." Suddenly Yang's eyes flared red and sparks crackled from her golden hair. "Dammit! There's an entire forest and we end up HERE! That's not fair!" Yang slammed her fist into a rock, cracking it in half. Blake wrapped Yang in a soothing embrace, rubbing her back gently till Yang's blazing eyes cooled to violet.

"Yang, it looks exactly like your sister's cross. Why?" Blake sensed that Yang was regaining her composure. Her voice was still low, but the previous despair was gone. Blake thought back to her conversation the other day, to words Yang had said in a place not unlike this _: I look so tough, huh? Well here's my secret: I'm a good liar._ The raven-haired Faunus knew she was seeing that lie, that mask Yang so often wore for others benefit.

"My Uncle Qrow went looking for Summer after she disappeared. The only thing he found was her bloodstained cape and one of the silver crosses that held it to her dress. The cape is buried under her gravestone out in Snowy Forest. Ruby always liked wearing hooded capes, even before we lost Summer. But after that, she began to totally dress like her too. I guess it was her way of coping with it all, you know?" To prove her point, Yang brought out her scroll, bringing up an old picture of a young woman with piercing silver eyes, her face shadowed by a white hood. It was Ruby's mother, Summer Rose.

Chills ran down Blake's spine. Had Yang not named the young woman in the picture, Blake would have insisted it was Ruby. Summer appeared to be the same height, shared Ruby's unique natural red highlights, and even wore the same black gothic dress Blake had seen Ruby wear daily since she arrived at Beacon. Save for a red cape in place of Summer's white one, Ruby had indeed adopted her mother's style as her own.

Yang handed her scroll to Blake as she continued, "After the funeral, Qrow gave Ruby her mom's silver cape pin. Summer didn't leave much behind, and Qrow wanted Ruby to have something to remember her by. To his surprise, she actually started to wear it on a chain. When Ruby got accepted into combat school at Signal, Qrow had a silversmith cast a replacement for the second cross, the one he couldn't find. Before he gave it to her, Ruby held her cape on with a miniature version of her belt-buckle. She's worn the crosses instead ever since. That's how she honors Summer's memory now. Well, that and keeping Beowolves away from her grave. Dad said that she killed a whole pack by herself last time she went out there. He told me her intensity actually scared him a little."

Yang grew quiet, closing her eyes. With a sudden violence she turned and seized Blake's shoulders, her eyes red with passion. "Blake, if anything happens to me...if someday it's me who doesn't come back...I need you to swear to me that you'll look after Ruby. I promised myself the day her mom died that I'd always be there, always...that...I'd never...put who through that again. But look where we are! What we do is dangerous, and I the risks I like to take makes it even worse. I need to know that if something happens to me, Ruby won't be alone."

"I promise, if Ruby ever needs me, I'll be there. But Yang? You won't go out like her. I promise that too."

Yang was startled by Blake's tone. _What does she mean?_ "Huh?"

"Summer died out here, alone. As long as I my heart still beats, I'll never leave you behind. I'll never let you stand alone like that. I don't know why she did it, but Ruby's mother chose to reject one of the few advantages we Huntresses have against this vicious world. She came out here, hundreds of miles from civilization, deep in the heart of a Grimm-ridden wilderness, with no partner, and she paid the ultimate price for it. Yang, I know you can be reckless, but you have to promise me that you won't make that same mistake. Ruby needs you. I need you. So promise me that you'll never try to take on the world alone."

"I promise." Yang sighed. "Well what should I do about the pin? It took Ruby years to come to terms with losing her mom. I can't open that wound again. She has closure. How could I take that from her?"

Blake thought for a moment. "There was a Faunus poet, Scorpio, who spent a year walking this forest. He wrote: _For every crimson tree beneath the sky, a hundred ancient secrets do lie._ You're right. Telling Ruby what we've found can only hurt her. And we're still on a mission-if she gets distracted, it could get her killed. We should surrender one more secret to this old forest."

Blake's last words flipped a switch in Yang's mind. For the first time Yang noticed the subtle beauty of the morning unfolding around her. The sun was up now, piercing the crimson forest's canopy with rays of gold. Songbirds were delighting in the sun's warmth, unleashing their symphony upon the landscape with abandon. Bands of mist still obscured the valley which stretched out east and west as far as the eye could see. _I'm always talking about adventure, seeing the world, taking risks...well love's an adventure too right? Time to stop playing it safe._ "Hey Blake? We probably won't get much time alone on this mission after this. And I know you're not ready to tell the others about us yet. So I was thinking...since we're alone here...maybe these trees can hold another secret? Our secret?"

"I don't think they'll object." Blake mustered all her self-control to keep her countenance stoic. She waited a moment before unleashing a devilish smile. "I know _I_ won't."

* * *

The first wave of Grimm to emerge from the chest-high grass around the crash site broke across Kuro's gunners like a tidal wave. The lead monster shrugged off a dozen of their dust blasts, barely slowing as elemental ice and fire chipped away at his bony plate-armor. Loaded as they were with rounds meant to defeat Aura, Kuro's squad of gunners were only angering the beast before them. Seeing their deaths reflected in its black, soulless eyes, they turned their backs to the monster and ran to rejoin their comrades by the treeline.

The giant Beowolf was faster. A swipe of the monster's mighty paw knocked the closest man twenty feet into the air, the force of the blow draining half his Aura. Had his rifle not deflected the Grimm's paw, the blow would have depleted it all and snapped his spine. The beast stood and bellowed a demented snarl, as if taking pleasure in his work.

The Alpha Beowulf's victory was short lived, for the Black Talon rallied, using the reprieve bought by their wounded comrade to reload with anti-Grimm rounds. It was was shredded in an instant by their gunfire, crumbling and vanishing in a puff of acrid smoke.

Black Talon gunners began to wildly fire their fully-automatic dust repeaters into the waist high grass from which the Beowolves had emerged. Their salvo cut through the lead line of Grimm and set the grass ablaze, but did little to improve their situation. More monsters simply filled the place of those that fell; they were staring down a pack of hundreds.

Along the tree line, Kuro's situation was not much better. If there was a silver lining to this, it was that he now knew where the distress beacon was. _Not that it makes my task any easier...So much for stealth._ Kuro had hoped to destroy the beacon and slip away from this battle as soon as possible. The beast before him threw a wrench in those plans.

Among the hundreds of Grimm flooding the clearing, the Ursa that stood growling at Kuro was unique. His body was easily twice as large as the Ursa Majors around him. Kuro estimated him to be hundreds of years old, judging by the bony armor covering most of his exposed body and back spines thicker at their base than an oak tree.

This massive Ursa, its back bristling with bony spikes, reared on its hind legs and roared. That's when Kuro saw it-a titanium panel, once part of the crashed Bullhead, was now impaled in the monster's back. Bolted to the panel was a small black box with a red indicator, steadily blinking an S.O.S. to any who could see it.

Kuro threw himself into the melee alongside his men. He swung his schiavona with strength and speed, loping off the Grimm's arms and heads with consummate skill earned from a lifetime of combat. But all his skill and strength couldn't overcome the brutal calculus of a Grimm horde. He and six others were surrounded, and with each moment being pushed closer together. Kuro glanced to his right, seeing his gunners in a similar predicament across the clearing. A glance at his wrist-mounted scroll showed half his men below 50% Aura, and two below 10%. He doubted his own Aura would hold up much longer.

 _I can't die here. Not like this. Not when I'm THIS DAMN CLOSE!_ In that moment Kuro decided to change the game. _Lives are the ultimate currency. That's what Hellbrau always says. This is a purchase I'll just have to make!_

Kuro seized a canister of Burn Dust from a leather pouch on his hip. As he did so, he thumbed the activation plate on his schiavona and the blade slid apart at its mid-line, revealing a glowing blue coil which hummed with stored energy. This was Kuro's own design, a railgun derived from research on the new series of Paladin combat walkers. He called it Shackled Radiance.

Kuro slid the canister into the open pommel of his sword, twisting the pommel closed as he did so. _Two shots. Make them count._ He shouted above the roar of battle to the five men still fighting around him. "I'm making a distraction. When I fire, retreat southwest along the treeline. Meet me at the top of that hill, got it?" They all nodded affirmative, so Kuro made his move.

He aimed Shackled Radiance at the Black Talon gunners, who crouched behind a wing panel a hundred yards away. Blue sparks danced around the blade as Kuro held the trigger, charging the railgun's coil. Three seconds later he released the charge, and in that moment his weapon lived up to its name.

A brilliant flare from the tip of Kuro's sword bathed the valley in electric blue, and the early morning mists lit up like a thunderhead. The subsequent _CRACK_ as Kuro's payload broke the sound barrier made him appear like the thunder god Zifu reincarnate.

A second after he fired, his payload detonated. Half a pound of burn dust ignited in the midst of his gunners. The lucky ones, those whose aura was depleted, were vaporized. Those who survived the detonation could only scream in agony as a firestorm raged around them, their Auras drained, and their bodies began to ignite.

The tortured screams of these human torches were like a drug to the Grimm. Every Grimm in the clearing descended on the firestorm, determined to feed on the agony of the dying men. The six surviving Black Talon trembled at the inhuman screams of their burning comrades. None of them dared turn around, lest the image of hell be burned into their memories. Several of them began to offer prayers for the fallen.

Kuro, still in the clearing, offered no prayer, and felt no remorse. These men were his resources, nothing more. The man felt only disgust at the cowardly screams of the dying. His only regret was that he'd wasted his lone canister of Burn Dust on a distraction. With utter calm, Kuro tracked his blade towards the monstrous Grimm who carried the transmitter. His railgun thundered again, and the creature was consumed by another inferno. When the smoke cleared, a puddle of molten titanium was all that remained.

* * *

 **Author's Note: I hope you are all enjoying the story so far!**

 **First, a note on ages. By my reckoning, Aura's healing powers extend the human lifespan. So Hellbrau at 96 looks like man in his early 60's on Earth.**

 **Also, in case the early chapters weren't clear, this is set during Beacon's Summer Break, and the Vytal Tournament comes at the end of the Summer.**

 **This is the first real battle so far. I'd love to know what you think of the scene.**

 ** _Don't forget to favorite-review-follow!_**


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